Kingdom Hearts: The Lion Guard
by J. Tom
Summary: Sora, Riku, Kairi, Mickey, Donald, and Goofy are back in the Pride Lands, and help Simba's son Kion and his Lion Guard defend the Pride Lands. But when Simba is stung by a scorpion, it's up to Sora, Kion, and their friends to save him. And what will happen once they all encounter/re-encounter the Pride Land's most dangerous enemy... Scar? A Kingdom Hearts/The Lion Guard crossover.
1. Chapter 1: Back to the Pride Lands

**Kingdom Hearts: The Lion Guard**

 _ **In this fanfic, our heroes revisit the Pride Lands during the events of the TV series, The Lion Guard (the show that takes place during the time gap in The Lion King 2: Simba's Pride). The events in this story take lace before and during the episode, "The Scorpion's Sting." Let me know what you think!**_

 _Chapter 1_

Six beams came from the sky in the Pride Lands, mainly in a forest. From those beams revealed Sora, Riku, Kairi, Mickey, Donald, and Goofy, who had just recently left Whitechapel... and learned about Terra's fate.

The six were in different forms in this world. Sora, Donald, and Goofy were in their lion cub, African bird, and tortoise forms.

Riku was a lion cub as well, just _slightly_ taller and longer than Sora. His fur was light blue with a sliver mane which was his hair, his toes, muzzle, and underbelly were white, and the tip of his tail was a darker shade of blue. He also had whiskers.

Kairi was also a lion cub, the same size as Sora. She still maintained her red hair, but her fur was a shade of reddish-pink, her toes, muzzle, and underbelly were white, and the tip of her tail was red like her hair.

And finally, Mickey was a lion cub too, but completely black, with a peach-colored underbelly, front paws completely white, and he maintained his normal mouse-like head.

"Huh. I'm a lion cub with a mouse head." murmured Mickey.

"I wonder how Simba and the others are doing." Goofy wondered out loud.

"Let's go see then!" suggested Sora.

"We would, but it's kinda heard to move on all fours." muttered Riku.

Sora smiled. "Don't worry you three. Goofy's got the trick to it." he assured them.

"It's true! A-hyuck! Just follow my lead." said Goofy.

After a little while, Riku, Kairi, and Mickey had finally got used to being on all fours, and it made easier to follow Sora, Donald, and Goofy through the Pride Lands.

 _KH_

A while later, the six friends made it to Pride Rock.

"Here we are. Pride Rock." announced Sora.

Mickey and Kairi stared in awe and Riku let out a long slow whistle, being impressed.

"Gosh, it's so huge!" exclaimed Mickey.

"So Simba and Nala live here?" asked Kairi.

"Yep. Along with the rest of the Lionesses, plus Timon and Pumbaa." answered Sora.

"You mean the meerkat and warthog?" asked Riku.

"Yep. After all, when Simba ran away, they raised him together." replied Donald.

Suddenly, the Heartless spawned. They were Rapid Thrusters and Living Bones.

"Great." groaned Sora.

"How do we fight with our keyblades?" asked Riku.

"I'll show you." replied Sora as Circle of Life summoned in his mouth. He then tossed it into the air, and his tail grabbed hold of it.

"Wow!" exclaimed Kairi in awe as she did the same thing with Destiny's Embrace. Riku did too with Soul Eater. Mickey then followed with Star Seeker as Donald held his staff in his bird feet, and Goofy held his sheild in his mouth. The six then charged into battle.

 _KH_

Up on top of Pride Rock, four lions sat on the edge, watching the sun rise. One lion was very big and broad-shouldered with a red mane and a red tuft on his tail, brownish-gold fur, and creamy tan toes, muzzle, and underbelly. He also had reddish-brown eyes.

Another lion was a big lioness with a dark tawny coat, a pale tawny muzzle and underbelly, turquoise eyes, and a very dark pink nose. The tuft at the end of her tail was brown.

Another lioness was a lioness cub. She had pale golden-orange fur with a cream underbelly, muzzle, and paws. Her eyes were amber-brown.

And finally, the other lion was a male lion cub who appeared to be the same height as the lioness cub. He had a light golden pelt and paler golden paws, underbelly, and muzzle, with scruffier fur on his upper cheeks and the base of his chest. He had a bright red head tuft, and a bushy tail tip that is the same color as his mane. He also had at the base of each of his legs, numerous spots in a darker shade than his main fur color. On his left shoulder, he had what appeared to be a mark of the side of a lion's head in orange/red.

"Another day is upon us, huh Nala?." asked the larger lion.

"Indeed Simba." said the larger lioness. She turned to the cubs. "Kiara, you, me Tiifu, and Zuri will be doing more practice hunts today."

"Ok mom." replied the lioness cub.

"And Kion, normal Lion Guard duties." added Simba.

"You got it dad." smiled the lion cub.

Just then, a blue hornbill with blue and white feathers, and a large orange beak flew in and landed in front of Simba, before bowing.

"Good morning, sire." said the hornbill.

"Morning Zazu." replied Simba with a smile.

"So what's the Morning Report today?" asked Nala.

"Well let's see." began Zazu. "Makuu and his float are still well-behaving in their watering hole for the dry season, Ma Tembo and her elephants are feeling very at ease in Kilio Valley, Rafiki is continuing to teach Makini more Royal Adviser techniques..." he paused as he continued to think. "Oh yes, and it would seem as though those creatures are attacking again..." he began.

Simba, Nala, Kiara, and Kion growled, but Zazu held up his wing.

"...but, it would seem that six animals are taking care of them already with some unusual weapons." Zazuu finished.

Simba and Nala exchanged surprised looks while Kiara and Kion shared confused looks.

"Unusual weapons... Heartless looking creatures... What did they look like Zazu?" asked Simba.

"Well sire, they were a tortoise, a bird, and four lion cubs. I didn't recognize the red, blue, and black ones, but the brown one along with the tortoise and bird look very familiar. The brown lion cub also had a brown, spiky mane, and something sliver around his neck." answered Zazu.

Simba thought to himself, before he gasped in delight. "It's Sora, Donald, and Goofy!" he exclaimed happily.

"You mean they're back?" asked Nala, also surprised.

"Wait. Sora, Donald, and Goofy?" asked Kiara.

"As in the ones who helped you defeat Scar and his ghost?" asked Kion.

"Yes! And they're back!" exclaimed Simba happily.

"And it looks like they brought friends too." added Zazu.

"Gosh dad, I've never seen you this happy before." chuckled Kion.

"Yeah, you're kind of acting like Bunga." giggled Kiara.

"Well you know your father was close to Sora, Donald, and Goofy back before you were born." replied Nala.

"It has been too long. It'll be nice to see them again." smiled Simba, calming down a bit. He turned to Zazu. "Where are they now Zazu?" he asked his majordomo.

"They were over at Pride Rock earlier while I was flying, but then they moved their battle somewhere with no animals that could get caught in the crossfire. I believe their near Ukuni Woods." replied Zazu before quickly adding before any lion in front of him would get worried, "Luckily, there aren't any herds there at this time."

"Good. Nala, Kiara, Kion, come with me to welcome Sora, Donald, Goofy, and their friends back too the Pride Lands." he turned to Zazu. "Zazu, tell the Lion Guard Kion will be a little late."

"Right away sire." replied the hornbill before flying off to the Lion Guard's lair.

With that, the Royal family made their way off Pride Rock to get to Ukunki Woods.

"I always wanted to meet this Sora and his friends." Kion told his sister.

"Me too. The way dad describes them makes me want to meet them even more." replied Kiara.

"Well you two will get your chance now." smiled Simba.

Kion and Kiara smiled as they headed ahead of their parents. Nala turned to Simba.

"Who do you suppose are the new lions with them?" she asked her mate.

"Your guess is as good as mine. But there is the possibility that they are Sora, Donald, and Goofy's missing friends. But then again, that's just my guess." shrugged Simba.

Nala smiled as she, her mate, and cubs ran off to Ukuni Woods to find Sora and Co.

 _KH_

At The Castle that Never Was, Ansem, Xemnas, and Saïx were watching them on the computer.

"So they've re-entered the Pride Lands." mused Ansem.

"Indeed. And the best part is, they don't know what they're up against." Xemnas chuckled darkly. He turned to Saïx. "Alert the true king of the Pride Lands."

"It would be my pleasure." Saïx smiled darkly, before disappearing through a corridor.

 _KH_

In the Outlands, in the volcano, three hyenas, and a cobra were sleeping soundly as Saïx appeared near the exit. He sighed in exasperation before summoning his claymore and slamming it against the rocky wall with a BANG! This jolted the cobra and hyenas awake.

"Waah!" screamed one hyena.

"What was that?!" exclaimed the muscular hyena.

"A-A ghost?!" asked the skinnier hyena.

The cobra scowled in annoyance. "That wasn't our leader, that's four sure." he hissed. "Who dares to disturb our nap who is not the almighty...!" he began angrily, before turning around to see Saïx with an annoyed look on his face.

"Oh, it's just you." murmured the cobra, a little embarrassed.

"Huh?" asked one on the hyenas before turning to the long blue-haired Nobody. "Oh, ok." he turned to his fellow hyenas. "Relax furbrains, it's only Saïx." he told them, annoyed. This put a relived look on the other two hyenas' faces. The hyena turned to the Nobody. "Hello..." he greeted meekly.

"Janja." replied Saix before turning to the other three. "Cheezi. Chungu. Ushari."

Ushari slithered over to Saïx. "What do you want?" he asked annoyed.

Saïx glared at him and the hyenas, which made them slightly cringe in fright as the Nobody replied, "I was sent here by one of our superiors to see your master." he replied.

Suddenly, steam flew from the volcano as a fire spirit of a familiar lion with a scar appeared. He smiled as he noticed one of his familiar allies that was in league with him, Maleficent, and Xehanort.

"Aah. Saïx." he smiled, evilly.

Saïx smirked slightly. "Hello Scar." he greeted.

"What brings you to the Outlands?" asked Scar.

"Xemnas and Ansem ordered me here. It would seem that Sora and his allies have entered your world." said Saïx, dismissing his claymore.

"Sora?" asked Cheezi.

"Who's he?" asked Chungu.

"Ugh!" groaned Janja. "Sora was one of those lions that helped Simba defeat Scar, furbrains!" he told them, annoyed.

"Oh yeah!" exclaimed Cheezi.

"That's right. _(pause)_ I think." added Chungu.

Saïx, Janja, and Ushari all rolled their eyes in annoyance before turning back to Scar, who scowled as memories came back to him of Sora, Simba, Donald, and Goofy fighting him to his death.

"This will not stand! We can't have any interference with anyone like them when my plan to eliminate Simba and the Lion Guard is to commence tomorrow." growled Scar.

Saïx walked up towards the spirit a little more. "You've sent the Heartless, correct?" he asked the lion spirit.

Scar smirked. "Yes. And it would seem as though that those six travelers can handle them."

Ushari then got an idea. "But I bet they haven't faced off against animals like those in our army." he told them.

Scar and Saïx smiled. "Excellent idea Ushari." praised Scar. The fiery lion spirit then turned to Janja, Chungu, and Cheezi. "You three gather the jackals, crocodiles, and your fellow hyenas and find those travelers, and eliminate them. But spare the lions for Maleficent and Xehanort to help fore the X-blade. And then spare the Lion Guard because their ends will be here tomorrow." ordered Scar.

"Uh, sure thing Scar." replied Janja, before quickly asking, "But how we know what they look like?"

"You'll know them when you see them." Saïx replied for Scar.

"Uh... ok." replied Janja before turning to Cheezi and Chungu. "Let's go boys!" he ordered as they headed off to get their allies.

Saïx watched them go before turning to Ushari. "And you aren't joining them?" he asked, raising an eyebrow.

"I can't reveal my treachery just yet." replied Ushari. "As far as Simba, the Lion Guard, and the kingdom know, I'm still a Pride Lander, loyal to the Circle of Life. Same can be said about Shupavu and her skinks." he added, pointing his head to behind Saïx.

The Nobody turned around slighlty to see Shupavu, a red skink, along with a green skink, a purple skink, and a blue skink with her, all nodding in agreement, before leaving. He turned back to the traitorous cobra. "I see." Saïx then approached Scar again. "I wish you luck, your majesty." said the blue-haired Nobody, before bowing.

Scar chuckled evilly. "Thank you Saïx. Tell your superiors that everything is under control here." he told the Organization member.

Saïx nodded before disappearing into a Corridor of Darkness. Scar then disappeared himself from the lava. Ushari only snickered as he fell back asleep.

 _To be continued..._

 _ **See ya soon, and don't forget to review!**_


	2. Chapter 2: Reunions

_**And the reunion begins! Enjoy and review!**_

 _Chapter 2_

At Unkuni Woods, Sora, Riku, Kairi, Mickey, Donald, and Goofy had just finished slaying the Heartless. They dismissed their weapons.

"Wow. I never thought I'd use a tail to wield my keyblade." remarked Riku.

"Me neither, and I was born with a tail." chuckled Mickey.

"Well it sure was fun!" giggled Kairi.

"You'd get used to it." said Sora.

Donald and Goofy nodded in agreement. Then, Donald turned to the side to see two familiar lions approaching them, alongside two unfamiliar lion cubs. Donald smiled in excitement as he landed on Goofy's shell.

"Sora, look!" exclaimed Donald, pointing towards the lions, who stopped and sat down near the six.

Everyone turned to face the lions. Sora gasped with excitement.

"Simba! Nala!" he exclaimed happily.

"Sora! It really is you!" cried Simba, happily.

Simba then pounced on Sora and began nuzzling him. Donald, Goofy, and Riku chuckled in amusement while Mickey and Kairi giggled. They strode over to the lion king.

"It's great to see you guys again!" said Simba as he got off a chuckling Sora.

"It's nice to see you too Simba." smiled Goofy.

"And you as well Nala." added Donald.

Simba and Nala smiled as they faced the three unfamiliar lions.

"And who are your friends?" asked Nala.

"Oh yeah! This are our best friends, Riku, Kairi, and Mickey." explained Sora, as the three said animals waved their paws.

"Oh, so you're Riku?" asked Nala.

Riku was slightly taken aback. "You've heard of me?" he asked the lioness.

Nala smiled. "Yes. When I met Sora, Donald, and Goofy, they asked me if I had seen you around, but I didn't." she replied.

"I see." murmured Riku.

"All the same, please to meet ya! Ha-ha!" greeted Mickey.

"And you too." smiled Simba before he remembered something. "Oh right!" he ushered the lion cubs, over to the group. "Sora, Donald, Goofy, guys, meet me and Nala's kids, Kiara and Kion."

"Hi there!" greeted Kiara.

"Pleased to meet you guys. Dad's told us a lot about you." greeted Kion.

"It's a real honor to meet the prince and princess of the Pride Lands." smiled Sora.

"I take it the Heartless are back?" asked Simba.

"Pretty much, but we've got it under control." said Donald.

"In that case, shall we head back to Pride Rock? You seem pretty exhausted." suggested Nala.

"I don't see why not." shrugged Kairi. Everyone else nodded in agreement.

 _KH_

Soon, Sora, Riku, Kairi, Mickey, Donald, Goofy, Simba, Nala, Kiara, and Kion were walking _(or in Donald's case, flying)_ back to Pride Rock. The travelers were talking to Simba quietly.

"So what did you tell them about us?" asked Sora.

"Only that you guys were good friends who had helped me defeat Scar." replied Simba with a smile.

"Did you tell them I'm human and that Donald is a duck and Goofy's a dog, both who walk like humans and have human traits?" asked Sora.

Simba shook his head. "No, then they'd think that sounded ridiculous."

"Did you tell them about us being from other worlds?" asked Riku.

Simba shook his head. "I only told Nala, Zazu, and Rafiki. We won't tell the cubs until Kiara becomes queen. We know that the order must be kept a secret." he told them.

"Thanks Simba." thanked Mickey.

"No problem, your majesty." smiled Simba.

Mickey chuckled. "Gosh Simba, there's no need for that. We're both royalty. And I'm the one visiting your kingdom, so you can call me Mickey."

Simba seemed taken aback, but smiled. "Very well Mickey." he turned to Sora. "I know your a human, Donald's a duck, and Goofy's a dog, so what are your three friends?" he asked his old friend.

"Riku and Kairi are humans too. Mickey is an anthropomorphic mouse." answered Sora.

"I though he was actually a mouse." remarked Simba.

"What gave it away? Was it my ears?" asked Mickey, while slightly chuckling.

Simba chuckled. "No, you're a black lion with a mouse head in this world. It was basically a dead-giveaway." he answered.

 _KH_

It wasn't long before the bird, tortoise, and lions reached Pride Rock. There, waiting fro them were two mandrills.

One looked to be a very old mandrill. He had mostly gray fur, with the exception of the fur on his forearms and lower legs, which were dark gray, and his belly, which was light gray. He also had a wild "mane" of long, shaggy, white fur on the back of his head and on his chin, creating a beard of sorts. He also had tan skin and eight small, sharp teeth, four on his upper jaw and four on his lower jaw. The upper half of his face being was a light shade of blue, with blue rings around his yellow eyes, and a very large nose. He also had a blue butt, a short tail, and held a stick with gourds on it as a staff.

The other mandrill was female and appeared to be younger. Her face was pink and her fur was brown. She had gray fur covering her body with a white underbelly. Atop her head was a slightly lighter yet still dark brown fur. Her hands, feet, and muzzle were pink. Her face was gray which rimed around the eyes, with blue stripes settling just underneath. On her nose and reaching towards her forehead was a large magenta "stripe", which ended just before her eyebrows. She also held a staff with small blue flowers on it.

Sora, Donald, and Goofy knew immediately who one of them were.

"Hey Rafiki!" called Sora.

Rafiki laughed as he and the mandrill leaped down. "Ha ha ha! The young lion, bird, and tortoise return, along with new friends!" he exclaimed happily.

"Ah, Rafiki." smiled Simba. "What brings you and Makini to Pride Rock?" he asked his Royal Adviser/friend.

"Just wanted to let you know that the Kumbuka Celebration is tomorrow." said Rafiki.

"Kumbuka Celebration?" asked Donald, curious.

"What's that?" asked Sora, also curious.

"It's the anniversary of when dad defeated Great-Uncle Scar with the help of you three." replied Kion.

"And this year will be extra special." said Nala.

"Why?" asked Sora.

"Because you three are here now." smiled Simba.

Sora, Donald and Goofy chuckled in delight.

After introductions were made, Simba, Nala, Kiara, and Rafiki went inside Pride Rock. The younger mandrill, who's name was Makini, walked up to Kion.

"Hey Kion, the Guard was wondering when you would show up for morning patrol about five minutes after Zazu told them what was going on."

"Tell them I'll be right in." said Kion. Makini nodded as she headed inside a part of Pride Rock near the ground.

"What Guard?" asked Riku.

"The Lion Guard." answered Kion.

"What's a Lion Guard?" asked Goofy as they followed Kion to where Makini ran off too.

"The Lion Guard is the team of animals who work together to protect the Pride Lands and defend the Circle of Life." answered Kion. "Would you like to meat my teammates?" he asked Sora and his friends.

"Sounds awsome!" answered Sora. Everyone else nodded.

With that, they continued to follow Kion.

 _KH_

Inside a part of Pride Rock down below, sat Makini and four animals.

On was a good-built honey badger laying lazily near a wall of Rafiki's paintings. He had gray-blue fur all over, with a darker patch across his belly. He had muscular forelegs and a round face. His claws were more of a more dark royal blue color. Lining the undersides of his forelegs was pure white fur. This fur color was also present across his back, and continued all the way up to his forehead. He also had two large white buck-teeth and a mark of the side of a lion's head was on his right shoulder, in a brighter tint than the rest of his coat.

Another animal was a thin cheetah, stretching her legs. She had soft, vivid yellow fur, with many dark brown spots and markings all over her body. Of these spots, she had five rectangular spots with smaller spots within them, as well as three spots on either side of her face, three on the top of each ear, and a small heart-shaped spot on her head. Her muzzle, paws, and underbelly were a pale creamy yellow color, as was the fur encircling her eyes. She also had an orange mark of the side of a lion's head on her left shoulder.

Inside a small pool of water was a large hippo. His body color was that of a neutral gray, which becomes much paler across his chest and jawline. He also had a short tail, and three small dark spots near his backside. He also had a gray-cream mark of a lion's head on his left shoulder.

And finally, sitting on the hippo's back was an egret. He had a very skinny pair of black legs that are striped with orange, which lead to a pair of orange claws. The end of each claw also had a black spot. His upper body was compact, with pure white feathers across the main part of his body. Some pale orange and yellow feathers reached into the end of his wings and form a band around his neck. He had a long, pointy orange beak and lavender circles across his large eyes. Atop his head, he sported a crest of five feathers of differing lengths, starting off with a light yellow at the bases and transitioning to a slightly dark tangerine orange near the tips. And on his left wing was a mark of a lion's head, in a silver/gray color.

The five animals noticed Kion, Sora, and Co. enter.

"Kion! You're here!" exclaimed the honey badger, leaping over to the lion cub.

Kion chuckled. "Hey Bunga!" he replied, giving the blue honey badger a high-five _(or high paw/claw in their case)_.

"Who are these guys Kion?" asked the cheetah, walking over to the group.

Makini and the hippo walked over while the egret flew over.

"These are some friends of my mom and dad." answered Kion. He gestured to each animal as he introduced them. "This is Sora, Riku, Kairi, Mickey, Donald, and Goofy."

Each animal greeted the animals.

"Wait, you three are _the_ Sora, Donald, and Goofy?!" asked Bunga in amazement.

"I take it you've heard of us?" asked Donald.

"Of course we have. Timon, Pumbaa, Rafiki, the king, and queen didn't just tell Kion and Kiara about you after we were born." replied the cheetah. She turned over to Mickey, Riku, and Kairi. "And I'm guessing your friends of theirs?" she asked them.

"Yep. Very close friends." replied Kairi.

"Anyways, what are your names?" asked Mickey.

"My name Bunga, but you probably already knew that since Kion gave it away." said Bunga.

Sora, Kairi, Donald, Goofy, and Kion laughed in amusement.

"Yeah, anyways, I'm Fuli." said the cheetah.

"I'm Ono." said the egret.

"And I'm Beshte." concluded the hippo.

"So are you guys the Lion Guard?" asked Riku.

"They are, and I'm their leader." answered Kion as he stood next to them. "The Lion Guard is made up of five members. I'm the Fiercest, Fuli's the bravest, Beshte's the strongest, Ono's the Keenest of Sight, and the Bravest, it's Bunga!" he added.

Donald whistled an impressed whistle.

"That's so cool!" remarked Sora.

"I thought the Lion guard was made up of lions." remarked Riku before quickly saying, "Don't get me wrong, you guys do seem like a good team."

"It's alright. Simba wasn't too keen on a Lion Guard with only one lion, but he warmed up to it after we helped save Kiara and a herd of gazelles from some hyenas and vultures." said Beshte.

"Sounded like an adventure." remarked Goofy.

"Yeah, it's our responsibility to protect everyone in the Pride Lands, and stop the Outlanders from attacking." said Ono.

"I've heard about the Outlanders. But don't they need to eat too?" asked Kairi.

"They usually pick up the leftovers from the predators." said Makini. "However, if we let the greedy predator over hunt, there will be nothing left, and the Circle of Life could fall apart."

"Gawrsh, that sounds like a lot to take in." remarked Goofy.

"Well I did learn a lot from Rafiki. I'm his apprentice. He's been teaching me everything I need to know so I can one day, I can be Kiara's Royal Adviser when she become queen." replied Makini.

"Sound like you guys have a lot of adventures to tell." remarked Donald.

"Care to join us on patrol then?" asked Ono.

"Yeah, if those Heartless thing you've told us about are just as bad as you say, then we'll need some extra assistance." said Kion.

Sora turned to his companions. "Whaddya say guys? Wanna help the Lion Guard on their patrol?" he asked them.

Riku, Kairi, Mickey, Donald, and Goofy looked at each other, before nodding in agreement.

"Alright then! Let's go!" said Kion.

"Have fun guys! I have to get back to Rafiki's for any new lesson he has for me." said Makini as she scampered off.

With that, Kion led Bunga, Fuli, Ono, Beshte, Sora, Riku, Kairi, Mickey, Donald, and Goofy out of the Lion Guard Liar, and out into the Pride Lands to begin morning patrol.

 _KH_

Near the edge of the Outlands, Saïx stood with Janja, Cheezi, Chungu, Ushari, and a bunch of the Outlanders. Among them were jackals, crocodiles, vultures, a water monitor, and more hyenas.

"Alright then. Remember: Spare the guard and the keyblade wielders. Bring Sora, Riku, Kairi, and Mickey here. And if you call, kill Donald and Goofy. Kill anyon else, then you'll have to answer to me, Scar, and our superiors." he ardered.

"Understood." said Janja.

"Yes. Understood." agreed Cheezi.

"Yeah, even I got it! _(pause)_ ...I think." added Chungu.

Saïx rolled his eyes before nodding to Ushari.

"You made proceed Ushari." gestured Saïx.

Ushari nodded before turning to Janja and his clan. "Alright then. Janja, you and your hyenas head to Hakuna Matata Falls and try to get rid of that meerkat and warthog." ordered Ushari.

"You got it!" replied Janja. He turned to his hyenas "Let's go boys!" he called. And while laughing maniacally, they raced off.

Ushari turned to the jackals. "Reirei, you and your jackals attack the elephants near Kilio Valley." he instructed.

"Got it. Let's go everyone!" ordered Reirei.

"Whatever you say dear." replied a another jackal.

"Thank you, Goigoi." Reirei thanked her mate. With that, the jackals sped off.

Ushari turned to the crocodiles. "Kiburi, see if you guys can reclaim the watering hole from Makuu, his crocs, and that little blue lizard."

"I was just thinking the same thing. You got it." replied said crocodile as he led his float away.

Saïx looked up to the vultures who were sitting in an old tree. "Mzingo, you and your vultures lead an attack on the zebras near Ukuni Woods."

"Why of course." said Mzingo before turning to his committee. "Let's go my parliament." he ordered as they flew off.

Ushari turned to the water monitor. "Kenge, you won't be attacking. Scar wants you to find a scorpion around here."

"Why a scorpion?" asked the water monitor.

"You'll see." Ushari replied with a sinister smile.

Kenge nodded before slithering away.

Just then, Shupavu the red skink slithered up.

"Shupavu, you and your skinks split up and keep an eye on our allies progress." said Ushari.

"Yeah. Of Course." she replied before slithering away to fetch her group.

Saïx and Ushari were now alone before the Nobody faced the cobra.

"I am off back to The World That Never Was. We will be keeping an eye on things." Saïx told Ushari.

Ushari nodded. "And I will go tell Scar that members of his army are now on their mission."

Saïx nodded as he summoned a Corridor of Darkness. As he began to walk to it, he remembered something and stopped. "Oh yes. Scar suggested that you go establish you alibi as a Pride Lander so they won't suspect a thing."

Ushari sighed, but nodded as he slithered away. Saïx watched him go before steeping through the corridor, back to where Xehanort, Maleficent, and their allies waited.

 _To be continued..._

 _ **Let me know what you think! Don't forget to review!**_


	3. Chapter 3: Attacks in the Pride Lands

_**Sorry it's been a while. I started school a while ago, and I've been busy. But now, we can continue this story!**_

 _Chapter 3_

Sora, Riku, Kairi, Mickey, Donald, and Goofy had begun patrolling the Pride Lands with Kion, Bunga, Fuli, Ono, and Beshte.

"All seems well." remarked Sora.

"Not a Heartless in sight." added Riku.

"Pretty quiet." said Beshte, looking from left to right.

"Too quiet." said Kion, suspiciously. He turned to Ono. "Ono, see if you can see anything suspicious."

"Affirmative." said Ono as he flew to the skies.

 _KH_

In the skies, Ono's eyes glowed yellow as he soon spotted trouble.

Down near Hakuna Matata Falls, he saw Janja and his hyenas cornering a light-brown meerkat and a dark-red warthog, who seemed very terrified.

Then, he saw Reirei, Goigoi, and their jackal family chasing several elephants in Kilio Valley.

Then, he spotted Kiburi and his crocodile float approaching Makuu and his float sleeping in their watering hole.

After that, he noticed Mzingo, and his parliament, flying around several zebras, trying to attack them.

All were accompanied by the Heartless.

"HAPANA!" cried Ono. He quickly flew back to the guard and travelers.

 _KH_

"Guys!" he shouted as he landed. "The Outlanders are attacking several parts of the Pride Lands! And they got the Heartless with them!"

"Hevi Kabisa!" cried Kion.

"Looks like we'll have to split up!" suggested Mickey.

"Who's attacking where?" asked Fuli, determined.

"Janja and his hyeneas are attacking Timon and Pumbaa!"

Bunga gasped. "No! Not my uncles! I must save them!" he cried.

"I'll come with you!" said Kion.

"Me too!" said Sora.

"Reirei and her jackal family are chasing Ma Tembo and her elephants." added Ono.

"I'll help the elephants!" said Fuli.

"I'll help you too!" said Kairi.

"Kiburi and his float are sneaking up on Makuu and his crocs!" Ono added.

"I'll help them!" said Beshte.

"I'm with you!" said Riku.

"And finally, Mzingo and his parliament are attacking Thurston and his zebra herd!" finished Ono.

"So it'll be you, me, Mickey, and Goofy!" said Donald.

"All right everyone! Let's move!" said Kion. "'Till the Pride Lands end.."

"Lion Guard defend!" finished Bunga, Beshte, Fuli, and Ono.

"Let's move!" said Mickey as everyone went their separate ways.

 _KH_

At Hakuna Matata Falls, Timon and Pumbaa were scared out of their minds as Janja, his hyenas, and several black hyena Heartless cornered them.

"Please don't eat us!" begged Timon, getting on his knees.

"Yeah, I don't really taste all... meaty!" added Pumbaa.

"Eh, meals a meal." snickered Janja.

"Let's eat 'em!" shouted Cheezi.

"Yeah, I'm starving." moaned Chungu.

"Heartless, pin 'em down!" ordered Janja.

Several Heartless nodded as they leaped for Timon and Pumbaa, who cowered to the ground. But just before they could get pinned, the Heartless got blasted.

"Huh? What was that?" asked Pumbaa.

"It's not nice to eat those who raised the king!" said a voice.

Janja and his crew turned around to see Sora, Kion, and Bunga glaring at them, with Sora holding Kingdom Key with his tail. It had been Sora who spoke.

"Well, well, well. If it isn't Kion and Bunga of the Lion Guard." cackled Janja.

"Uh, if it isn't them, then who is it?" asked Chungu.

"Ugh! Furbrains!" groaned Janja.

"Get out of the Pride Lands Janja!" shouted Sora.

"Sora! Kion! Bunga!" cried Timon, happily.

"Are we glad to see you!" smiled Pumbaa.

"Oh, so that's Sora!" murmured Cheezi.

"Yeah. I'm Sora. And I want you out of my friend's home!" he shouted before tuning to Kion and Bunga. "Take out the hyenas. I'll handle the Heartless."

"You got it! Zuka Zama!" shouted Bunga as he jumped towards them.

Kion then pounced on Janja who them pushed him off. Cheezi tried to ram into the lion cub, but Bunga landed on his face.

"Hey get off me!" whined Cheezi as he started to run in circles.

Kion then pounced on two of the other hyenas, knocking them into the water. Chungu tried to ram into Kion, but the lion cub was able to hear him run up and kicked they tough hyena backwards with his back leg.

Meanwhile, Sora found himself surrounded by hyena Heartless. Luckily, with Kingdom Key in his tail grasp, he was able to slay them left and right. It wasn't long before the Heartless were gone.

It wasn't long before the hyenas regrouped. Sora, Kion, and Bunga glared daggers at them.

"This isn't over yet Kion!" shouted Janja.

"I think it is!" said Kion.

"Send them back with the Roar!" shouted Bunga, enthusiastically.

"Roar? What Roar?" asked Sora.

"Get behind me and I'll show you!" answered Kion.

Sora nodded as he and Bunga got behind Kion, who let out a loud roar and the clouds turned into roaring lions. Janja and his crew were sent flying back to the Outlands.

Sora stared in awe. "Whoa! That was so cool!" he exclaimed.

Kion blushed at the compliment. "Thanks Sora."

Just then, Timon and Pumbaa emerged from behind the waterfall.

"Thank you so much for saving our lives!" exclaimed Timon.

"Yeah, and it's so great to see you again Sora!" added Pumbaa.

"You too." smiled Sora. He then turned to Bunga. "So how are Timon and Pumbaa your uncles?" he asked curiously.

"It's a bit of a long story." said Bunga.

"Come on, let's find the others and regroup." suggested Kion.

"Sure thing, and we'll come with. Haven't seen Simba in a while." said Timon.

Kion nodded as he, Sora, Bunga, Timon, and Pumbaa walked off.

 _KH_

Meanwhile, a little ways away, Fuli and Kairi raced towards Kilio Valley where they found Reirei, Goigoi, their jackal family, and jackal Heartless chasing the elephants.

"Get away from us!" shouted one of the female elephants.

"Not gonna happen ma'am!" taunted Reirei. "We're hungry!"

"Hold on Ma Tembo! We're coming! Huwezi!" shouted Fuli as she ran towards Reirei, tackling her to the ground.

"Hello Reirei. Remember me?" asked Fuli with a sly grin.

"Oh, hey there cheetah." smiled Reirei, now nervous. "We we're just, uh..." she stammerd.

"Nice try. We know you were hunting out of greed!" snarled Fuli as she got of the jackal and then pounced her off to the side.

Kairi summoned Destiny's Embrace and slashed the jackal Heartless as they attempted to jump onto her. Once they were all gone, she unsummoned her keyblade and turned to the elephants. "Stay here! We'll handle this!" the human-turned-lion ordered.

Ma Tembo and her elephants nodded as they stood off to the side. Kairi then leaped back into the action with Fuli, resummoning her keyblade, and attacked the jackals.

Fuli used her speed to round up the jack pups into a dog-pile. Kairi whacked the adult jackals with her keyblade then shoved them to the side.

Soon, Reirei, Goigoi, and their jackal family were in a dog-pile of pain. Kairi and Fuli regrouped.

"Yes! We did it!" exclaimed Fuli. She turned to Kairi. "Asante Kairi. We make a good team." she thanked.

Kairi only beamed. "That's girl power for you!" she giggled.

The two then high-pawed each other as Ma Tembo strode over to them.

"On behalf of me and my herd, I'd like to thank you Fuli and your friend for saving us." said the elephant leader.

"No problem at all Ma Tembo." said Fuli before gesturing to the pinkish-red lioness. "And this is Kairi." Kairi waved hello.

"Now then, we'll be on our way." said Ma Tembo as she and her herd disembarked, just as Kion, Bunga, Timon, Pumbaa, and Sora approached the girls.

"I see you've got Reirei and her jackals." commented Kion.

"And there's no Heartless in sight." added Sora.

"Well done girls!" cheered Bunga.

"Thanks boys." smiled Fuli. She turned to the lion cub. "Kion, I think it's time to send them home." she smirked.

Kion chuckled. "You got it."

Just then, Reirei emerged from the pile of jackals. She noticed Kion. "Oh, hello Kion. Um, there appears to be a misunderstanding..." she began.

Kion glared. "Save it. We know you tried to hurt the elephants. It's time for you to go home."

Reirei gulped as Kion then used the Roar on her and her family, sending them flying back to the Outlands.

"Twice in one day, and is still impressive." chuckled Sora. Fuli, Bunga, Timon, and Pumbaa nodded in agreement as Kairi watched in awe.

"That was amazing! How did you do that?" Kairi asked the Lion Guard leader.

"I'll tell you while we look for the others." replied Kion.

With that said, Sora, Kairi, Kion, Bunga, Fuli, Timon, and Pumbaa left to look for the others.

 _KH_

Elsewhere, at a small watering hole, Makuu, a large green crocodile was sleeping with his float, which consisted of several other large green crocodiles, and a little blue gecko, who woke up when he heard some grass ruffle. He hopped towards Makuu.

"Hey Makuu?" he asked.

Makuu opened a sleepy eye. "What do you want Hodari?" he asked, slightly annoyed.

"I heard the grass ruffle. I think someone's here." said Hodari.

Makuu was now fully awake as he and Hodari watched the grass ruffle.

"Hmm. Something's not right." said Makuu, suspiciously.

Suddenly, a black Heartless crocodile leaped out from the grass, soared over Makuu and his float, and landed on the other side.

"What kind of crocodile is that?!" exclaimed Hodari, both shocked and confused.

"I don't know. Whoever it is, they're not getting into this float." said Makuu in a serious tone.

Suddenly, out of nowhere came Beshte, leaping from a cliff-side, and landed on the Heartless, destroying it.

"Beshte?!" exclaimed Makuu and Hodari, together.

"Hey Makuu! Hey Hodari!" greeted Beshte, casually.

"What in the Pride Lands is going on here?!" asked Makuu.

Just then, another crocodile Heartless appeared, only to be slashed by Soul Eater, which was tossed from Riku's tail. He leaped down to join Beshte.

"Whoa that was so cool!" exclaimed Hodari.

"Who are you?" asked Makuu.

"Riku." came the reply. "Now get your float to safety for right now. You have no idea what the Heartless are capable of." he ordered.

"But I do." came a voice.

Everyone looked, to see Kiburi and his float approach them.

"Kiburi! What are you doing?!" shouted Makuu.

"Getting me and my float our rightful watering hole back!" came the blunt answer. "And that lion is coming with us." he added, referring to Riku.

"Not happening!" said Beshte.

Kiburi smiled evilly as more crocodile Heartless appeared.

Makuu turned to Hodari.

"Get the float to a safe spot until Kiburi and his allies are gone." he ordered.

"But what about you?" asked Hodari.

"A good leader never backs down from a fight to protect his allies. It's the Crocodile Way." replied Makuu.

Hodari nodded as he ordered Makuu's float to follow him.

Riku, Beshte, and Makuu got ready to face Kiburi, his float, and the Heartless.

"You guys take Kiburi and his crocs. The Heartless are mine." said Riku.

"You got it Riku!" nodded Beshte, who charged towards Kiburi's float. "Twende kiboko!" he shouted as he used his snout to toss several crocodiles to the side.

Kiburi lunged for Makuu, only to be smacked down by his former leader.

"Just like the Mashidano, eh Kiburi?" teased Makuu.

Kiburi scowled as he shoved Makuu off him and tried to attack again. Makuu saw this, and used his tail to sweep the evil reptile off his feet.

Meanwhile, Riku slashed the crocodile Heartless left and right with Soul Eater. He managed to duck when they tried to jump onto him, and leaped from their tail sweeping. Eventually, they were all destroyed.

"Now to help Beshte and Makuu." he said to himself.

At that time, Makuu and Beshte were dealing with Kiburi and his crocodiles. Riku joined in and soon, the fight was covered in a cloud of dust full of rough pounding sounds.

Eventually, the dust settled, revealing Kiburi and his crocodiles on the ground, defeated. Riku, Beshte, and Makuu panted as they smiled in victory.

"That was the best fight I ever saw! WAY better than any Mashidano!' exclaimed Hodari, who ran up to the trio.

"Thanks Hodari." smiled Beshte.

"Now how do we get them back to the Outlands?" asked Riku.

Then, they heard running footseps, and turned to see Kion, follwed by Sora, Kairi, Bunga, Fuli, Timon, and Pumbaa run up. Beshte, Makuu, and Hodari smirked at each other as they knew that answer.

"Why don't you ask Kion?" asked Beshte.

Riku raised an eyebrow as his friends approached.

"Zuka Zama! What did we miss?!" asked Bunga as he saw the defeated crocodiles.

"Nothing we couldn't handle Little B." replied Beshte.

"Everything's under control." assured Riku.

"That's good." said Kion. "Now then. I think I should send these bad guys back to the Outlands." he turned towards Makuu. "It that's ok with you Makuu."

Makuu smiled. "Of course, Prince Kion." he answred

Kion smirked as he approached Kiburi, who was getting up.

"This isn't over..." he grumbled.

Kion glared. "It _is_ over, Kiburi." he replied, bluntly. He then used the Roar to send Kiburi and his float flying back to the Outlands.

Riku stared in awe. "Now that was impressive." he commented.

"He once use the Roar on a cloud to make it rain." said Fuli.

"And he also used it to send a flood a different direction too!" added Bunga.

"With that under control, I suggest we go check on the others." said Sora.

"Good idea." agreed Kion as he, Bunga, Fuli, Beshte, Timon, and Pumbaa headed off.

Sora turned to Makuu. "You must be Makuu. I'm Sora. Riku you already know." he said.

"And I'm Kairi." Kairi added.

"Nice to meet you. This is Hodari. An honorary member of my float." said Makuu, introducing the gecko.

"Pleased to meet you." smiled Hodari.

"With that said, we'd better go." said Riku.

Sora and Kairi nodded as they and Riku raced off to join the others.

 _KH_

Down at another forest, Mzingo and parliament of vultures chased Thurston and his zebra herd, accompanied by Rabid Thruster Heartless.

"Panic and run! Panic and run!" cried Thurston as he and his heard ran in fright.

"No worries zebras!" teased Mzingo. "It'll all be over soon!' he added. He then addressed his group. "All in favor of attacking the leader first, say 'Aye.'" he called.

"Aye!" said a vulture.

"Very well then Mwoga. You and me get the leader." he turned to the rest of the vultures. "As for you and the Heartless, take down the rest!"

"I don't think so!" shouted a voice.

Suddenly out of nowhere, Donald and Ono flew past Mzingo and Mwoga, making them fall to the ground. It had been Ono who spoke.

"What on Earth?!" exclaimed Mzingo.

"Uh, was that supposed to happen?" asked Mwoga.

"To you? Yes!" answered Donald as he Ono and flew over them.

Mickey and Goofy then strode up. "We'll handle the Heartless!" said Mickey.

"And we'll deal with Mzingo!" said Ono.

"Well then, let's skedaddle!" shouted Goofy.

As the remaining vultures and Heartless tried to attack the zebras, Mickey shot streams of light from Star Seeker onto the Heartless, and Goofy tossed his shield with his mouth on some more.

Meanwhile, Donald and Ono tried to attack the rest of the vultures. But Mzingo and Mwoga were now on their tails. Donald was the first to notice.

"Ono! I'll handle these two! You get the rest!" he shouted.

"Affirmative!" said Ono.

With that, Donald summoned his wizard staff and began shooting spells. Mzingo and Mwoga managed to dodge two, but each ended up getting zapped by the third.

Ono in the mean time started attacking the other vultures left and right, making sure they didn't see him the first time. The attacks caused them to fall the ground with bruised wings.

It wasn't long before Mzingo, Mwoga, and their fellow vultures were on the ground, defeated. Donald and Ono regrouped near the vulture leader.

"Nice work Donald! You were pretty brave out their, handling the leader all by yourself." complimented Ono.

Donald smiled and blushed at the praise. "Aw shucks. Thanks Ono. You were pretty brave too. I can see why Kion chose you as the Keenest of Sight." he replied.

Ono smiled at his new friend. "Asante Donald. Thank you."

Donald raised an eyebrow in confusion. Ono chuckled in amusement.

"It means 'Thank You' in Swahili." he replied. Donald nodded in understanding.

Just then, Mickey and Goofy walked up.

"Are the vultures gone?" asked Goofy.

"Nope. Just on the ground, tired from flying attacks." replied Donald as he gestured his wing to Mzingo, Mwoga, and the other vultures lying in the grass.

"How's the heard?" asked Ono.

"They're ok! We managed to calm them down right before they ran into the armadillo dens." replied Mickey.

"That's good to hear." smiled Ono.

Just then, Sora, Riku, Kairi, Kion, Fuli, Bunga, Beshte, Timon, and Pumbaa ran up.

"Hey fellers!" called Goofy.

"Hey guys! I can see that everything is under control." said Kion.

"The herd's calm now, so you can send the vultures home." said Ono, with a wink.

Kion nodded as he approached the vultures. Sora, and the others smirked while Mickey, Donald, and Goofy traded confused glances.

Mzingo soon opened his eyes, just in time to see Kion approach him with an angry expression across his face.

"Oh dear..." he mumbled nervously.

"Mzingo, we don't tolerate this behavior in the Pride Lands. It's time for you and your committee to leave." said Kion firmly.

And then, he used the Roar on Mzingo and his parliament, sending them flying back towards the Outlands.

Mickey, Donald, and Goofy stared in awe.

"Gawrsh! That was unbelievable!" exclaimed Goofy.

"You said it!" added Donald.

"What's all the noise about?!" came a voice.

The animals turned to the side to notice Ushari slither out of his old cobra home. He was pretending to still be a Pride Lander.

"Oh hey Ushari!" called Bunga. "Nothing to worry about, just taking care of some Outlanders!"

"I see. Despite all the noise, I know it's important to stop greedy hunters." agreed Ushari, even though this was a lie.

"So will you be joining us for the Kumbuka Celebration tomorrow?" asked Kion.

"I'll see if I can make it." lied Ushari.

"Good. Oh, and by the way. These are my dad's friends, Sora, Donald, and Goofy, and their friends Riku, kairi, and Mickey." said Kion.

"Pleased to meet you." said Sora.

"Likewise." said Ushari.

"Seems like an interesting character." whispered Riku to Fuli.

"He's usually like that. Nothing to worry about." assured Fuli.

"Come on, let's head back to Pride Rock for dinner." suggested Kion.

"Good idea." nodded Sora.

With that, Sora, Riku, Kairi, Mickey, Donald, Goofy, Timon, Pumbaa, and the Lion Guard headed off back to Pride Rock, unwitting stepping on Ushari the process with out noticing. Ushari growled and hissed in annoyance as he slithered back to the Outlands.

 _KH_

It wasn't long until the Pride Landers and world-travelers returned to Pride Rock. Waiting for them was Simba, Nala, Kiara, and two unfamiliar lion cubs.

One was a cream-colored lion cub with a small tuft of fur sticking up from her head. Her ear rims were a light chocolate brown, with scruffy pink inner ears. Her stomach, muzzle, and paws were a pale cream. She had olive green eyes, a maroon nose, and three small pink speckles on each cheek. The tuft at the end of her tail was brown. She also had dark cream stripes on her legs.

The other was an awny-orange cub with paler orange chest fur. She had a small tuft of fur on her head, light brown ear rims, and softly-rimmed inner ears. On each ear was a pale marking in the shape of an oval. Her eyes were a distinct blue, and just underneath each of her eyes is a small pale brown marking. Her nose was maroon, and her claws were gray and shiny.

"Hey guys! Morning patrol was a success!" called Sora.

"That's good to hear." smiled Simba as the animals reached the top.

"So how was your practice hunt Kiara?" asked Kion.

"Great." replied his older sister. "Mom showed me Tiifu, and Zuri a couple of new hunting techniques I'll be able to use when I go on my first one."

"Who are Tiffu and Zuri?" asked Goofy.

"My best friends." replied Kiara, gesturing too the two lioness cubs.

"Hi. I'm Tiifu." said the cream-colored one.

"And I'm Zuri." said the awny-orange colored one. "It is a real honor to meet the three animals who helped Kiara's dad save our home." she added.

Sora smiled. "We were just glad to have helped."

Just then, they all herd a rumbling sound. Everyone turned towards Sora, Riku, Kairi, and Mickey who chuckled in embarrassment.

"I guess were pretty hungry." chuckled Mickey, sheepishly.

"Well your in luck, because me and Nala got lunch." said Simba.

"Hope you like zebra." said Nala.

"Not us." said Timon. "Me, Pumbaa, and Bunga shall dine on delicious bugs."

"Slimy yet satisfying!" added Pumbaa.

Sora, Riku, Kairi, Donald, Goofy, Kiara, Kion, Fuli, Tiifu, and Zuri all cringed in disgust.

"Bugs are so... gross." said Zuri, disgusted.

"Well, they are good in protein." said Mickey.

"It's true." added Simba.

"How in the Pride Lands could you stand eating those things?" asked Tiifu.

Simba just shrugged. "Don't know. Like Pumbaa said, 'Slimy, yet satisfying.'" he replied.

They all headed inside the den. Sora, Simba, Riku, Kairi, Mickey, Nala, Kiara, Kion, Fuli, Tiifu, and Zuri dined on the zebra, while Timon, Pumbaa, Bunga, and Ono dined on some bugs the king saved for them. Donald and Goofy decided to stick to some berries, and Beshte munched on some vegetables.

"So why do you think the Heartless are attacking?" asked Simba.

Mickey gulped down his bite of meat. "Well, it might be because of those Outlanders. If their hearts are full of greed and evil, then that would be why the Heartless appear around them." he replied.

"Makes sense since that was what Scar was like when he was alive." murmured Nala.

"So how do fight with that weapon of yours?" asked Tiifu.

"With our tails." replied Riku, before taking another bite.

"Those must be very strong tails." giggled Zuri.

"So tell us about your adventures. Where have you been too since your last visit?" asked Kion.

Sora, Riku, Kairi, Mickey, Donald, Goofy and even Simba and Nala were surprised by that question. They all traded nervous glances before Kairi spoke up.

"We're actually been to a lot of different places." she half-lied.

"Yeah. Me, her, and Riku grew up together in another place. We met Mickey, Donald, and Goofy along the way of one of our adventures, fighting the Heartless." Sora added, half-lying as well.

"So, you're from a far place in Africa?" asked Fuli.

"Uh, yeah..." answered Sora, meekly.

"Alright then. As we finish up lunch, how about we tell you about some of our adventures?" asked Simba.

Sora and Co sighed in relief.

"That's a great idea dad." smiled Kion.

And as they finished lunch and before they would set out to do patrol again, Simba, his Pride, and his close friends told Sora and his companions fascinating stories. From Kiara meeting an Outlander lion cub, to the time the hyenas and jackals teamed up to attack Rafiki, _(which didn't work)_.

 _KH_

Later that night, Sora, Riku, Kairi, Mickey, Donald, Goofy, Simba, Nala, Kiara, Kion, Timon, Pumbaa, and the lionesses layed down on the ground ready to get some sleep in the den.

"On behalf of me and the Pride Landers, we would like to thank you six for helping protect our home from the Outlanders and the Heartless." said Simba.

"Yeah, it was pretty fun patrolling alongside you guys." said Kion, with a smile.

Sora and Co. smiled in return.

"Same here, you guys are pretty awesome." replied Sora.

"With that said, we'd better get to sleep." suggested Nala.

"Good idea. I'm exhausted." yawned Timon.

"Me too, I ate like a pig." agreed Pumbaa.

"Pumbaa, you are a pig." giggled Kiara.

"Oh..." he murmured.

Everyone else chuckled as they went to sleep. But not Sora and Kairi. The two human-turned-lions looked towards some of Rafki's paintings. One was an image of Simba, his wife, and two cubs. Another was of young Simba with Timon and Pumbaa. Another was of Kion and the Lion Guard.

"They all look like a big family when combined." murmured Sora.

"Yeah. They do." agreed a voice.

Suddenly, Roxas and Naminé emerged from Sora and Kairi. The two human-turned-lions weren't even surprised. Strangely, the two Nobodies were in their human forms. They were still faded, making them look like ghosts, even though they weren't. It was Roxas who had spoken.

Roxas wore a black, high-collared jacket with a zipper resembling the Nobody symbol. Over this, he wore another jacket, this one unzipped and white, with several black block designs and a grey hem on the end of each sleeve. This jacket's collar was red and pleated and folded back. He also wore two-colored pants; the legs of his pants were beige with several of what looked like buttons on the hem that appeared to attach the legs to the rest of the cloth, which were dark-colored. His shoes were colored in shades of grey and black, and had red straps in place of laces. Finally, he wore a wrist band with a black-and-white checkerboard pattern on his left wrist, as well as a plain black ring on his left index finger and a plain white ring on his left middle finger.

Naminé wore a white dress that ended at her thighs in an embroidered lace pattern and light blue sandals decorated with yellow flowers.

The two looked at the paintings thoughtfully.

"Reminds you you your days in the Organization with Lea?" asked Sora.

"Pretty much." sighed Roxas.

"You all seemed to happy. Like a family." sighed Naminé.

"Indeed. It was fun whenever we weren't on missions, we would sit on that clock tower in Twilight Town, eat ice cream, and just talk. Yet it almost seemed like there was one more with us." murmured Roxas.

"You mean Naminé?" asked Kairi.

"No. Despite the fact that I'm a Nobody, I was never in the Organization." replied the blonde-haired girl.

"All the same, despite the fact I didn't know what I was for, and given the fact that I realized we were the bad guys, I really enjoyed being there with my best friend in that group." said Roxas.

"Makes you wish you relive those days with Naminé by your side?" asked Kairi.

"Yes." sighed Roxas.

Sora and Kairi looked at the two Nobodies with sympathy.

"Roxas? Naminé? Are you guys happy being a part of us? Don't you regret it?" asked Sora.

The Nobody couple looked at Sora in surprise, before smiling.

"Not at all." replied Roxas. "During my existence, all I had was the Organization, Ax-I mean, Lea, and the digital versions of Hayner, Pence, & Olette. But now, I now know my true place. And that's in your heart."

"The same thing with me in Kairi's heart." added Naminé.

But Sora shook his head. "No. That's not fair. Even before you merged with us, you had your own lives. You don't deserve to just be in our hearts, you deserve your own lives again! With your own hearts!" he said firmly.

Kairi, Roxas, and Naminé were surprised by Sora's quiet outburst. Then, Roxas gave a small, yet warm smile.

"Sora. I know you want that for us. And we appreciate it. But we know it can't be done." he replied.

"Exactly. But that doesn't mean we'll lose hope." said Naminé.

"I guess..." sighed Sora.

"We'd better get to sleep. We have a celebration to attend tomorrow." reminded the female Nobody.

Sora and Kairi nodded in agreement. Roxas and Naminé then re-merged with their Somebodies and the two humans-turned-lions went to sleep.

 _KH_

Meanwhile, back in the Outlands, Scar watched as Janja, Reirei, Kiburi, Mzingo, and their clans came inside the volcano.

"This is just great." grumbled Janja.

"You said it." agreed Reirei.

"Uhh... remind me again why were doing those fake attacks?" asked Cheezi.

"It was to draw the attention of the four of the seven lights." reminded Scar. "And despite the fact that you failed to capture them, and kill the mage and captain form Disney Castle, you did fight valiantly." said Scar, in a rare moment of praise for their failure.

"Valiantly? Valiantly?!" exclaimed Mzingo in disbelief.

"We got our tails kicked all over the place!" exclaimed Kiburi.

"And we were all sent flying back here by Kion's roar! Literally!" added Reirei.

"And to top it all off, these attacks were all fake just to capture four human-turned-lions!" exclaimed Janja. "Why are we even bothering to do these fake attacks in the first place?!"

"Because, it was an order form the superiors!" shouted a voice.

Scar's army jumped in fright as they turned around to see Saïx emerge from a Corridor of Darkness. And he did not look happy.

"Ah, Saïx. How nice of you to join us again." Scar smiled.

"Pleasure is all mine. Xemnas wanted me to check on you guys here." Saïx replied with a small smirk. He turned and glared at the army. "Speaking of whom, don't ever doubt his, or the other superiors' orders when trying to complete any tasks at hand." he told them grimly.

The army gulped nervously after that statement.

"Now then. Despite the fact that you failed, at least you're alive." said Scar. "Get some rest. Since those fake attacks were a failure, well just have to dispose of Donald, Goofy, and the Lion Guard tomorrow, then capture the four lights and bring them to Xehanort and Maleficent."

The army nodded as they went their separate ways out of the volcano to rest for the night. Ushari then passed by the lot, followed by Kenge.

"Ah. Usahri. Kenge. Welcome back." said Scar with an evil smile.

"I trust your missions were a success?" asked Saïx.

"Indeed. I established my alibi. Those Pride Landers don't even know I'm on your side." replied Ushari.

"And I found that scorpion you were looking for. He said he'd be here by dark." hissed Kenge. He then caught something out of the corner of his eye. "Ah. Here he comes now."

Through the entrance of the volcano, came a small black scorpion with four gleaming red eyes and a soft gray triangular marking on his forehead. He had other gray markings all over his body, including three gray spots on a pair of very large pincers. His tail was tipped with a sharp stinger.

"Greetings. You must be Scar. Kenge has told me all about you. My name is Sumu." said the scorpion.

"Pleasure is all mine. And I'm glad we were able to find you. After all, you are part of an important plan to get rid of the Lion Guard tomorrow." said Scar.

"One of the first steps into taking over the Pride Lands." added Ushari with a smirk. He then slithered up to the scorpion. "My name is Ushari. Over there is Saïx." he added, introducing himself before gesturing towards the Organization member.

"Since your now a part of Scar's army, you will also be a part of the Darkness commanded by Master Xehanort and Maleficent." said Saïx.

"Very well." nodded Sumu before turning to Scar. "What will my mission be?" he asked.

"Tomorrow, you will go to Pride Rock during the Kumbuka Celebration and sting Simba with your venom." answered the evil lion spirit.

"That's it?" asked Sumu.

"Ah, but it is a very important mission. That sting with paralyze the king which may eventually kill him. That will draw the travelers' and Lion Guard's attention over here to retrieve volcanic ash to heal the sting." explained Ushari.

"And in that time, Scar will spring his army onto them and the world-travelers. Donald, Goofy, and the Guard will be dead, and Sora, Riku, Kairi, and Mickey will come with me to forge the X-Blade for Xehanort." added Saïx.

"I see. In that case, I will see you tomorrow." said Sumu.

"Hold on." said Saïx.

Sumu stooped. Saïx approached the scorpion and pulled out a corked-vile with a black liquid in it. He opened it, and poured all over Sumu's stinger.

"There. Now once Simba has been stung, by the time he dies, he'll be turned into a Heartless." explained Saïx.

Sumu nodded as he left the volcano.

"With that said, I must return to Headquarters. I wish you luck tomorrow with your plan." said Saïx.

"Care to join us in the attack?" asked Ushari.

Saïx smirked slightly. "Only if our leaders let me." he replied before disappearing through a Corridor of Darkness.

Scar and Ushari exchanged sly smirks before the lion spirit disappeared for the night. Ushari then went to sleep.

 _To be continued..._

 _ **Let me know what you think! And I'll try to update as often as I can!**_


	4. Chapter 4: Quest for Ash

_**Now we reach the events from the actual episode "The Scorpion's Sting" I think the next chapter will be the last one of this story before the next world. Enjoy and review!**_

 _Chapter 4_

As the sun rose the next morning, Simba and Kion were the first to wake up. They exited Pride Rick as the sun rose over the horizon, the two lions sat down to admire the view.

"Well. Today's the day." said Kion.

"Yes indeed. The day me, Sora, Donald, and Goofy defeated Scar once and for all." agreed Simba.

"And since then, you've been a great king." complimented the Lion Guard leader.

Just then, overhead in the clouds, came the shape of a familiar lion spirit. It was none other than Mufasa. Simba's father/Kion and Kiara's grandfather.

" _Indeed Simba. You have done a wonderful job taking care of the Pride Lands."_ said Mufasa. He then turned towards Kion. _"You ALL have."_

Kion smiled. "Asante grandfather."

" _I wish you well with the Kumbuka Celebration."_ said Mufasa.

"Thank you father. It'll be extra special this year since Sora, Donald, and Goofy are here again." said Simba.

Mufasa chuckled. _"Indeed. They are indeed great heroes. Their own friends too."_ he replied, while referencing Riku, Kairi, and Mickey. _"Have a wonderful celebration."_ he said before vanishing into the clouds.

Simba and Kion looked at each other with smiles just as Sora and Co. walked up.

"Morning Simba and Kion." said Goofy.

"Ah. Morning you lot. Have a good sleep?" asked Simba.

"Yep." answered Sora. "By the way, was that your father Mufasa?" he asked.

Simba chuckled. "Yes. Yes it was." he replied. "Now then, the celebration isn't until this after noon, so you guys can patrol with Kion and the Guard until then."

"You got it!" said Donald.

"Alright! Come on, let's head to the lair!" said Kion as he ran down Pride Rock.

Sora and the others nodded as they followed suit.

 _KH_

Meanwhile in the Outlands, Scar had gathered Janja, Ushari, Reirei, Kiburi, and Mzingo to the volcano. Their allies were getting ready elsewhere for Scar's plan to end the Lion Guard and capture the wielders of light.

"Friends, today, we will end Simba's reign, capture those four lights, and destroy the Lion Guard." Scar announced evilly,

"Great!" exclaimed Janja.

"Finally." agreed Kiburi.

"Yeah." agreed Reirei, determined.

"Capital." muttered Mzingo.

"Tell your followers to be ready." ordered Scar

"Uh, Scar? Just one question. How do you... _(hesitates)_ We plan on takin' down Simba and the Lion Guard in the same day?" asked Janja, a little unsure.

"For once, I gotta agree with the hyena. It ain't gonna be easy." added Reirei in agreement.

"Yes, I know." said Scar. "Which is precisely why I have brought in some help. And here it comes now."

The five animals turned to see Sumu stroll up. This freaked out Janja.

"SCORPION!" he exclaimed as he leaped onto Kiburi.

"Watch it!" exclaimed the crocodile in annoyance.

Scar sighed in annoyance. "He's not here to sting _you_."

"Yes. Sumu's venom is reserved for a more Royal target." clarified Ushari with a smirk.

"You know what to do, Sumu." said Scar.

"And do it, I will." replied Sumu as he strolled away to Pride Rock.

"Is he gone yet?" asked Janja, shuddering.

"Yeah. Now get down." answered Kiburi in annoyance.

Just then, Shupavu and her skinks slithered up. Her group consisted of one black skink, one green skink, one blue skink, one purple skink, one yellow skink, and one light-orange skink.

"Ah Shupavu. Welcome." said Ushari in a welcoming manner.

"Hello you lot." said Shupavu before turning to Scar. "Scar, you have a visitor."

Everyone turned around to see... Saïx enter the volcano.

"It's Saïx!" exclaimed Reirei.

"I thought he was needed back with the Organization." said Kiburi, confused.

"Xehanort, Maleficent, Ansem, and Xemnas requested that one of us come here to support Scar's army in their mission today. I gladly volunteered since the offer stood." answered Saïx.

"Thank you very much Saïx." thanked Scar. "You can supervise here with me and Ushari while the others try to ambush the Guard."

"It would be my pleasure." the blue-haired Nobody replied with a small bow.

"Perfect." grinned Scar, evilly. "The Pride Landers foolishly celebrate today as the day Simba, Sora, Donald, and Goofy defeated me. But soon it will be known as the day I returned, stopped Simba and the Lion Guard once and for all, and helped bring the keyblade wielders to their fate; forging the χ-blade." he announced before laughing manically, the others joining in.

Saïx only smirked.

 _KH_

Back at Pride Rock, after a whole morning of patrolling and Heartless slaying, Sora, Riku, Kairi, Mickey, Donald, and Goofy were ready to attend the Kumbuka celebration. Sora, Donald, and Goofy were given by the honor of Simba, to stand with him, Rafiki, Zazu, Makini, and the Royal family on top of Pride Rock for the celebration, since they did help in the battle against Scar when he was a Heartless.

"This is such a great honor." exclaimed Donald, excited.

"Yeah." agreed Goofy.

"You said it. And look at the other animals that showed up." said Sora, gesturing down below Pride Rock to the animals from the kingdom.

In the crowd stood Riku, Kairi, Mickey, Timon, Pumbaa, Bunga, Fuli, Ono, Beshte, Tiifu, Zuri, and a bunch of other animals, which included Ma Tembo and her elephant herd, Makuu and his float, Thurston, Muhimu, and their zebra herds, Swala and her gazelles, Vuruga Vuruga and her buffalo, Bupu and his herd of antelope, Twiga and her giraffes, Laini and her galagos, Mbeya and Kifaru the rhinos, Mbuni the ostrich, a drongo named Tamaa, Beshte's dad, Basi, an okapi named Ajabu, an elephant named Chama, an antelope named Mzaha, a monkey named Furaha, and several baboons, whom among them were the Traveling Baboon Show members, Uroho, Mwevi, and Mwezi.

"So many animals here." remarked Kairi.

"Is _your_ kingdom this big?" Riku asked Mickey.

"Pretty much. But gosh, I've never seen so many animals in my whole life." admitted Mickey.

"Hey guys, it's starting!" whispered Kairi.

Rafiki stood at the top of Pride Rock. Simba, Nala, Kiara, Kion, Zazu, Makini, Sora, Donald, and Goofy stood behind them.

"Royal Family! Lion Guard! Herds of the Pride Lands! Welcome to the great Kumbuka celebration!" announced rafiki, happily.

Everyone cheered in excitement for their king and his friends. The elephants trumpeted and the monkeys screamed in delight.

"Now this is what I call a party." remarked Bunga.

 _(Good King Simba plays)_

 _Rafiki: Today is the day we celebrate the most wondrous victory. Let everyone participate from Pride Rock to the tallest tree. Before pray we for freedom, he return to make thing right._

 _(Nala nuzzles Simba)_

 _Rafiki: So every time that you see him, you can shout with delight..._

 _Chorus: Good King Simba!_

 _Rafiki: Takes care of everything!_

 _Chorus: Good King Simba!_

 _Rafiki: The true and rightful king!_

As everyone was singing, no one, not even the world travelers noticed Sumu crawl up Pride Rock and sneak up behind Simba with his stinger slightly glowing in Darkness.

 _Rafiki: Good King Simba!_

Sumu then hopped onto the tuft of Simba's tail, stinger ready.

 _Rafiki and chorus: Hail, hail, hail to the king! Hail, hail, hail to the king!_

Sumu then stung Simba in the tail. Simba had a small startled look on his face.

 _Rafiki and chorus: Chorus: Hail, hail, hail to the king!_

 _(Good King Simba ends)_

Suddenly, Simba fell to the ground with a _thump_. Everyone gasped in horror.

"Simba!" Nala, Sora, Donald, and Goofy exclaimed together.

"Your majesty!" gasped Rafiki.

"The king!" exclaimed Fuli as she, Kairi, Riku, Mickey, and the rest of the Guard ran up to Pride Rock.

"Oh no!" gasped Ono.

"No! My baby!" cried Timon as tears came into his and Pumbaa's eyes as they followed them.

"We're coming Simba!" cried Pumbaa.

Everyone gathered around the fallen king. Sumu quickly made his escape.

"Dad? Dad? Are you ok?" asked Kion.

"Please Simba, speak to us!" pleaded Sora.

"My... tail..." muttered Simba, warily.

Rafiki quickly examined Simba's tail and gasped as he saw a stung spot.

"You have been stung by a scorpion!" he exclaimed.

"A scorpion?!" exclaimed Mickey.

"That's dangerous!" cried Kairi.

Kion glared with determination as he turned to Ono. "Ono! Find that scorpion!" he ordered.

"Affirmative!" he shouted as he shot up to the air.

 _KH_

As Ono took to the sky and used his keenest of sight vision, he spotted Sumu heading towards the Outlands.

"There you are..." he growled.

 _KH_

Ono flew back down towards Kion, Sora, the Guard, and the travelers.

"There's a scorpion running toward the Outlands, Kion! It must've been him!" he reported.

"Alright! Till the Pride Lands end..." began Kion.

"Lion Guard defend!" finished Sora, the Guard, and the travelers.

 _KH_

Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, and Beshte ran after Sumu across the savannah.

"That lowlife of a reptile!" growled Sora.

"When I get my paws on him, he's so dead." growled Riku.

"Easy guys. As heroes, we do _not_ kill." reminded Kion.

"Let's just get this guy!" shouted Fuli.

But before they could, Heartless spawned in front of them. They were Stealth Soldiers, Deserters, Sergeants, and Commanders. The eleven heroes skidded to a stop.

"HEARTLESS?!" they all exclaimed.

Sora summoned Circle of Life, Riku summoned Roxas' Oblivion, Kairi summoned Destiny's Embrace, Mickey summoned Star Seeker, Donald summoned his staff, and Goofy brought out his shield. The Lion Guard got into fighting positions.

 _(Vanitas Boss Fight from Kingdom Hearts: Birth By Sleep plays)_

 _Mission: Destroy the Heartless_

 _Party Members:_

 _Sora_

 _Donald Duck_

 _Goofy_

 _Riku_

 _King Mickey_

 _Kairi_

 _Kion_

 _Bunga_

 _Fuli_

 _Ono_

 _Beshte_

The fight began. Sora and Mickey lunged at several Heartless, slashing them left and right with their keyblades and smacking them aside with their paws if they came from different directions.

Riku and Kairi stood side by side with their keyblades in their mouths, then tossed them in the air and caught them with their mouths, and began running circles around the Heartless, slashing them in the process.

Donald would fly through the air with his staff in his bird feet, coming down to slash them, and would cast cures on any of his friends if they got hurt. Goofy leaped around with his shield in his mouth, bashing the Heartless.

Kion and Fuli pounced on the Heartless several times, and slashed them with their claws. Kion would then also smack them away while Fuli ran circles around the Darkness-filled creatures. Ono would then fly circles around them too, but in the opposite direction. This would allow the Heartless to become all dizzy and give Beshte a chance to smack them away with his shout.

Bunga leaped over a group of Heartless and farted on them. The stench distracted them, allowing for Sora and Riku to toss their keyblades and slash them all at once.

 _(Vanitas Boss Fight from Kingdom Hearts: Birth By Sleep plays)_

After a while, all the Heartless were gone. But during that time, they had completely lost Sumu, who was probably back in the Outlands by now.

"Well that was intense." murmured Ono.

"You said it." agreed Beshte.

"Well it looks like that scorpion is gone." said Mickey.

"Aw phooey!" grumbled Donald.

"Dang it!" agreed Bunga.

"It doesn't matter now. Come on, we must check on my dad." said Kion

With that, the eleven animal heroes ran back to Pride Rock.

 _KH_

Back at Pride Rock, Timon and Pumbaa were crying comically as tears poured out of their eyes as they walked around in circles near the entrance to the den. Sora, Kion, and their friends came up.

"Timon! Pumbaa!" exclaimed Sora.

"How is he?" asked Kion, concerned.

"Don't ask! Don't ask!" wailed Timon.

With that said, everyone went inside the den. Bung stayed behind as he spoke to his adoptive uncles.

"Is it that bad?' he asked, concerned.

"Actually, we have no idea." admitted Pumbaa. "That's why you shouldn't ask us!" he added as he and Timon continued to cry.

Bunga said nothing as he went inside the den.

 _KH_

Inside the den, the eleven animals walked/flew inside until they saw a sight that shocked them.

"Hevi kabisa..." exclaimed Kion in shock.

There, lying on his side was a very ill Simba. Nala and Kiara stood nearby him in sadness. Zazu, Tiifu, and Zuri did their best to comfort them, but still had saddened expressions on their faces too. Rafiki used as many cures as he could on Simba's stung tail and looked to Makini for any result, only to once again see Makini shake her head as nothing happened.

"My gosh..." exclaimed Sora.

"Gawrsh..." sighed Goofy.

"Is he ok?" asked Riku, concerned.

"I'm afraid not." sighed Zazu.

Kion tried to nuzzle his dad. "Dad? Dad?" he asked.

"Kion, the scorpion's sting has made your father very weak." sighed Nala.

"Well, then we've got to do something! We've got to help him!" cried Kion, nearly on the verge of tears.

"We're trying our best to help him, Kion. We just haven't figured out the best way to help him!" said Makini.

"Maybe you lot should cast a cure spell with you keyblades and staff!" suggested Goofy.

"Good idea Goofy!" exclaimed Mickey.

With that, Sora, Riku, Kairi, Mickey, and Donald walked close to Simba, pulled out their signature keyblades and staff and casted a cure spell.

"Please work..." begged Sora.

But nothing happened.

"How did that not work?!" asked Kairi, confused.

"This sting must be more powerful than we thought." sighed Donald.

Riku walked up to Simba's tail and sniffed the sting.

"What's he doing?" asked Fuli, confused.

Riku suddenly gasped. "The Darkness!" he exclaimed.

Sora, Kairi, Mickey, Donald, and Goofy gasped.

"That's why the cure spell didn't work! The sting has been infected by the Darkness!" exclaimed Sora.

"You're half wrong Sora. The Darkness is gone, but the sting remains." said Rafiki.

"Great..." muttered Sora.

"So how will we cure it?" asked Kion.

Rafiki pondered for a bit before exclaiming, "Of course! Volcanic ash! It will pull out the venom! But only if we get it in time."

"Rafiki?" asked Kion.

"Volcanic ash is only found at the top of a volcano." said Rafiki before adding, "But the closest volcano is..."

"In the Outlands." finished Kion. "Don't worry, Rafiki. I'll go get that ash for you." he promised.

"Ya mean, we will." corrected Bunga.

"Yes. Yes, Lion Guard. Go to the volcano!" said Rafiki.

"We'll come too. If the Heartless are still on the loose, you'll need extra backup." said Sora.

"Yeah. Simba is our friend too. We want to help." added Kairi.

"Yes! Yes! You six go with them too!" exclaimed Rafiki as he grabbed a gourd. "Put the ash in here."

"Good thinkin', Rafiki." said Bunga as he grabbed the gourd. "The ash'll be in safe hands with me!" he said as he tossed it up the air, only to miss catching it as his broke on the ground. "Oops." he muttered, meekly.

Rafiki wasn't amused. "Hmm, yes." He turned towards his apprentice. "Makini. Go with the Lion Guard and the travelers. They will keep you safe, while you keep the ash safe." he instructed while handing her another gourd.

"Oh, I will, Rafiki! I'll do more than keep it safe. I'll keep it really, really safe!" exclaimed Makini as she attached the gourd to her staff.

"Kion. Sora. Everyone. You must get the ash back by sundown." instructed Rafiki.

Kion nodded. "Understood." he turned to Makini, the Guard, Sora, and Co. "Makini, Lion Guard, travelers, let's go!" he ordered.

With that, Sora, Riku, Kairi, Mickey, Donald, Goofy, Bunga, Fuli, Ono, Beshte, and Makini followed Kion towards the Outlands to get the ash. They all knew that there were bad guys and probably Heartless there, but they were willing to risk it to save Simba. But they were unaware of what was waiting for them there.

 _KH_

Back in the Outlands, Scar was praising Sumu while Ushari and Saïx stood near some volcanic ash.

"Well done, my scorpion friend. Only volcanic ash can help Simba now. Which means the Lion Guard will be on their way here to get it." congratulated Scar.

"My pleasure. Despite the fact that sting I gave Simba has only been half-cured." said Sumu.

"No matter. The sting is still poisonous. By the time the wielders of light are captured and part of the χ-blade, Simba, along with Donald, Goofy, the Lion Guard, and that girl mandrill Makini, will be dead." said Saïx.

"Indeed." said Scar as he turned to Ushari. "Ushari! Tell the others to get ready. The plan is in motion." he ordered.

"Certainly." said Ushari as he slithered away. Sumu followed suit.

"I can almost just imagine the looks of betrayal on Kion and his friends' faces once they see Ushari and the skinks are on our side." mused Scar, darkly.

"Indeed. Since Beshte trusted the skinks to help him out of the Outlands during that hot day. And Ushari has always remained loyal to the Pride Lands." agreed Saïx. "But no longer will he be treated wrongfully and being unnoticed for it."

"Yes indeed." agreed Scar.

With that, Scar disappeared into the volcanic flames. Saïx walked out of the volcano to see when Sora, Makini, the travelers, and the Lion Guard would arrive for the ash, knowing their fates were sealed.

 _KH_

Sora, Riku, Kairi, Mickey, Donald, Goofy, Makini, and the Lion Guard ran into the Outlands. Kiburi spotted them and alerted his float.

"Here they come. Now remember Scar's plan." he told them. The three crocs nodded.

With that, Kiburi and his float leaped in front of the twelve animals, who all skidded to a stop.

"Where do ya think you're goin', Lion Guard?" asked Kiburi.

Kion glared. "Outta the way, Kiburi!" he ordered.

"We need to get to the volcano, now!" said Riku.

Kiburi scoffed. "Out of the way? You're in my territory, cub. And the crocodile way is to defend it."

"Let us through, Kiburi. We don't have time for this." said Fuli, sternly.

"No one tells my float to move. Not without a fight. Now!" shouted Kiburi.

With that, Kiburi and his crocodiles attacked. Sora summoned Kingdom Key and Riku summoned Way to Dawn. Together, they began whacking the crocodiles with their weapons, sending them falling into a lake.

Kion turned to Beshte. "Beshte!" he shouted.

"You got it, Kion. Twende kiboko!" shouted Beshte as he shoved Kiburi into the lake, on top of his float.

"Nice work Beshte!" congratulated Mickey.

Beshte only flapped his ears as the animals continued their journey.

"Later, croc-iddy crocs!" Bunga called to the float in a teasing way.

"I'm sure glad we got past those crocs!" commented Makini.

"Yeah, but they cost us time. We have to move faster." said Kion

"Don't worry, Kion. We won't let anything else slow us down." assured Fuli.

"I wouldn't say that." said Riku.

"Why?" asked Kairi.

They soon found out why as they skidded to a stop and gasped. There, blocking their path, was Reirei, Goigoi, and three of their family members, growling.

"Well, well. Who do we have here?" asked Reirei.

"Uh, it's the Lion Guard, honey." said Goigoi, in a confused manner.

"I know that, Goigoi." said Reirei, rolling her eyes at her husband's small mind.

Kion, Sora, and the animals glared. "Then you also know to get out of our way. We're comin' through." Kion said firmly.

"That's right! Honey badger style. Zuka Zama!" shouted Bunga as he leaped off a rock, and farted on the jackal clan, who coughed from the stench.

"Gross, but effective." admitted Mickey.

"You said it." said Kion as he turned to his best friend. "Nice work Bunga. Now come on!"

With that, the twelve animals raced passed the jackal clan, still coughing from the stench.

"Ugh. Glad I'm on Bunga's side." remarked Fuli, feeling slightly disgusted.

"You said it, girl." agreed Kairi.

"Indeed. It's definitely better than being behind him." added Ono.

Sora, Donald, Goofy, Beshte, and Makini couldn't help but giggle at that response.

 _KH_

Soon, they reached the rocky hills that led up to the volcano. Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini stopped for a minute to catch their breath.

"We made it." sighed Beshte.

"Now we just gotta go...up it." panted Bunga, looking up at the slope.

But before any of them could, they heard a cackling noise. Coming oward them was Janja, Cheezi, Chungu, and two other hyenas; Nne and Tano.

"You gotta deal with us first." snickered Janja.

"Seriously?" groaned Fuli in disbelief.

"Get 'em, boys!" ordered Janja as he and the hyenas attacked.

"No time for a fight! We just gotta get past 'em!" shouted Kion, just as Janja pounced on him.

Ono gasped and tugged at Janja's ear. "Leave him alone!" he shouted.

"C'mere, cheetah!" teased Cheezi as he headed towards Fuli.

Fuli smirked. "Forget it, Cheezi! Huwezi!" she shouted, running away as Cheezi slammed into the wall.

Chungu tried to attack Donald and Goofy, but ended up with Bunga on his face.

"Nice one Bunga!" shouted Donald.

Sora attacked Janja with his keyblade.

"No fair! You have a weapon!" complained Janja.

Cheezi tried to leap at Sora, but Kairi tackled him first.

"Nice work Kai'!" thanked Sora.

Kairi smiled in response.

Meanwhile, Makini was cornered by Tano and Nne, "No! Go away! Shoo!" she ordered, swiping at them with her staff.

Just then, out of nowhere, Beshte ran up.

"Twende Kiboko!" he exclaimed, knocking the two hyenas to the side.

"Thanks, Beshte!" thanked Makini.

"Makini, stick out your staff!" called Fuli as she sped pass.

"Okay! How come?" asked Makini, sticking her staff out, just as Cheezi ran up and tripped over the staff, sending him flying into Chungu, then into Janja.

"Oh! That's why!" said Makini realizing what Fuli had in mind.

"Good one, Makini!" congratulated Fuli.

"Now let's go get that ash!" said Kion.

"Right behind you!" said Sora.

As they ran past the pile of hyeneas, Makini couldn't help but comment, "There sure are a lot of bad guys in the Outlands."

"Yeah, but usually, all of 'em don't attack us on the same day." said Bunga.

"We are in their territory though." reminded Goofy.

"My dad says there's a first time for everything." said Beshte.

"BE glad we haven't run into any Heartless." said Sora.

"Yeah. We usually run into them everywhere we go." added Riku.

"I know we're all tired. But we gotta keep going. It's almost sundown." said Kion

"We're with you, Kion." promised Fuli.

 _KH_

Soon, they reached the top of the volcano. The twelve animals panted from all the running and fighting.

"We made it. Good job, everyone." congratulated Kion.

"I see the volcanic ash! Down there!" said Ono.

"Great! Let's get it and go!" said Kion.

With that, the twelve heroes disembarked into the volcano. None of them even noticed a mark of evil appear in the lava.

They soon reached the bottom land of the volcano. Makini grabbed some ash while Sora and his friends stood guard.

"I've got it! I've got it! Well, actually, the gourd's got the ash. But I've got the gourd!" said Makini.

"And we have just enough time to get back by sundown." added Ono.

"As long as the Heartless don't interfere, we'll be good." said Mickey.

"But what about the Outlanders?" asked Goofy.

"If they know what's good for them, they won't attack us again." said Riku.

Makini scooped up the last of the ash into the gourd and tied it around her staff.

"Ready! Let's go!" she called.

"Don't worry, Kion. Your dad's gonna be okay." assured Beshte.

"Yeah. My dad's gonna be okay." agreed kion.

But before any of them could move, steam rushed out of the fire, and Scar appeared in front of them all. Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini gasped in shock as horrified expressions crossed their faces.

"I'm afraid you're all wrong Kion." said Scar. "Surprise. HA HA HA HA HA HA HA!" he laughed evilly.

 _To be continued..._

 _ **Rate and review!**_


	5. Chapter 5: Scar and Saïx

_**And now we've arrived to the final chapter in this world. Be on the look out for the next story! Anyways, enjoy!**_

 _Chapter 5_

Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini stared in absolute shock at the sight before them.

"No!" exclaimed Sora.

"It can't be!" cried Donald.

"I think it is, fellers!" said Goofy, worriedly.

Bravely, Kion walked towards the fiery lion spirit. "You. I saw you before. In the fire." he exclaimed before glaring. "You're Scar."

"Yes, Kion. You've guessed correctly. Bravo." teased Scar, before chuckling evilly. He then turned and glared at Sora, Donald, and Goofy. "Well now, if it isn't the animals who helped my pathetic nephew defeat me." he growled.

"Save it Scar! You know what you did to the Pride Lands was wrong, but all you cared about was being in charge!" growled Sora.

"You wanted to be on top and do whatever you wanted! Your greed was the reason you got turned onto a Heartless!" added Donald, glaring.

"Yeah! Simba's more of a king than you'll ever be!" added Goofy, glaring.

"You said it. My friends have told us about your evil deeds Scar. And you are nothing more than a traitor, and a Heartless killer." said Riku, angrily.

Kion just nodded before saying, "We'll deal with him later. We have to get back to my dad."

"Stung by a scorpion, was he?" asked Scar.

 _That_ caught everyone's attention.

"What?" asked Kion.

"How do you know that?!" demanded Bunga.

"Who do you think sent that scorpion?" asked Scar. "All part of my plan to finish Simba once and for all."

"You made my dad sick?" asked Kion, before realizing something. "But... then you knew we'd be coming here looking for ash."

"So the crocodile, jackal, and hyena attacks were planned." murmured Fuli.

"They were all working together!" exclaimed Behste.

"For SCAR!" gasped Ono.

Kion, Sora, and Co. gasped in shock.

"Yes, yes. You are all so very smart, aren't you?" teased Scar.

"And I bet he was responsible for the attacks yesterday!" said Kairi.

"But why those random attacks?" asked Mickey.

"Why do you think?" asked a voice.

The twelve animals turned to see a Corridor of Darkness open, revealing Saïx. Sora, Riku, Kairi, Mickey, Donald, and Goofy gasped in shock.

"Saïx!" gasped Sora.

"You know him?" asked Makini.

"He's in league with several bad guys who are responsible for the Heartless!" Said Sora.

"And recently, I have been helping Scar here with stuff. But in all honesty, the reason those attacks yesterday happened was so we could capture four out of the seven lights, and bring them back to The World That Never Was to forge the χ-blade." answered Saïx. He then smirked as he slowly walked over to the heroes. "And who do you think was responsible for all the stuff that has been happening here recently? The attack on Rafiki, the thievery of the elephants' takiti melons, you lot getting paralyzed by a lizard bite... the attempted murder of Jasiri and those two little hyena pups?" he asked, grimly.

Kion, Makini, and the Guard gasped in shock.

"That was YOU?!" Kion asked his great-uncle in shock.

"Yes indeed." smirked Scar.

"And now that you're all here, we can get rid of you once and of all." said another voice.

Everyone turned to the top of the volcano to see Ushari slither to the top.

"Ushari?!" gasped Bunga.

"YOU'RE a part of this?!" exclaimed Kion.

"Yes! Yes I am! Who's idea do you think it was to bring Scar back?" asked Ushari, smirking evilly.

"But why?!" asked Fuli.

Ushari glared. "For too long, every time I'm near the Lion Guard, I'M the one getting stepped on, thrown, rolled away. No longer, will I always end up like that." he answered before slithering away.

Saïx smirked. "You should be more careful whenever your near other animals when saving the day." he the grinned evilly, which made Donald, Goofy, Ono, Beshte, and Makini back up a bit. "But you won't need to worry about it anymore, once Scar is done with you. The only ones getting out of this will be Sora, Riku, Kairi, and Mickey. The rest of you shall die." he turned to Scar and smirked, but when the two villains turned around, they saw the twelve animals run back the way they came.

"Looks like your trap failed, Scar. We got the ash. And now we're taking it back to my dad." said Kion.

"Oh, no, no, no, Kion. You still don't understand. I haven't even sprung my trap... Until now." said Scar before rising from the flames a little, and shouted, "Army of Scar! Attack!"

'Amry of Scar?" asked Fuli.

 _(Army of Scar music plays)_

Just then, Ushari slithered up. "You can't escape, Lion Guard!" he smirked, before hissing.

And as if on cue, Kenge, Sumu, Shupavu and her skinks slithered up.

Beshte gasped. "Shupavu? You're on their side too? But you tried..." he began.

"To help you get out of the Outlands? Sorry hippo, that was just a plan to eliminate you." smirked Shupavu.

Just then, Kiburi and his three crocs approached. "This time we get to eat 'em." he said, greedily.

"Remember, spare the four lights." said Kenge.

"And kill the bird, tortoise, and Guard." added Sumu.

"Attack!" shouted Ushari.

With that, the reptiles charged forward.

"I'll leave you lot to this." smirked Saïx as he floated to the side of Scar.

"So it's a snake and a few lizards. Big deal, we can take 'em!" said Bunga, determined.

"No time, Bunga. We gotta go! C'mon, this way!" said Kion.

With that, the twelve heroes ran from the reptiles as Scar laughed evilly. They then gasped and skidded to a stop as Janja, Cheezi, Chungu, Nne, and Tano blocked their path.

Janja cackled evilly. "Got ya now Lion Guard!" he laughed.

"Janja!" gasped Kairi.

"Everyone, follow me!" ordered Kion.

As they followed Kion, they gasped and skidded to a stop again as right in front of them was Reirei, Goigoi, and members of their pack.

"Oh no!" gasped Makini.

"Sure! Come this way! I dare ya!" taunted Reirei with an evil smile.

Just then, Ushari, Sumu, Kenge, Kiburi, Shupavu, the crocs, and skinks headed towards them slowly from the main entrance/exit of the volcano.

"Everyone, fall back!" cried Sora.

"He's right, there's no room to fight!" said Riku.

"Oh! Their coming from every direction!" cried Makini as the twelve animals backed up towards the ledge in front of Scar and Saïx.

"Yes! They are indeed!" said Scar in amusement and laughed evilly.

"End of the line for _all_ of you." smirked Saïx as he and Scar watched the army corner Sora, Makini, the travelers, and the Guard.

Kion looked up to Ono and Donald. "Ono! Donald! See if you guys can find a way out!" he cried.

"You got it!" said Donald.

"Affir-" began Ono, before Mzingo and his vultures came out of nowhere and knocked him and Donald to the ground.

"Out of the way, featherbrains!" taunted Mzingo.

"Yeah, that's what you get for doing that to us yesterday!" added Mwoga.

"Vultures, too? For someone so evil, Scar sure has a lot of friends." remarked Makini, while still feeling scared.

"You said it." agreed Donald, warily.

"You guys ok?" asked Mickey.

"Affirmative." moaned Ono.

Soon, Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini had been backed up to the edge, trapped. There was no room to fight, and any false moves, any of them could fall into the lava. They could all see that dark auras formed around Janja, Cheezi, Chungu, Nne, Tano, Ushari, Reirei, Goigoi, Kiburi, Shupavu, Mzingo, Mwoga, Kenge, Sumu, the crocodiles, the jackals, the skinks, and vultures.

"The Darkness is starting to consume them..." murmured Riku.

"Face it you lot. It's over." said Saïx. "Though you four can survive if you come with me and forge the χ-blade." he said to Sora, Riku, Kairi, and Mickey. He turned towards the others. "As for the rest of you, there's nowhere to go. Accept your fate."

"You see, Kion? There is no escape." smirked Scar, evilly.

"Uh, Kion? It's getting kinda hot." said Fuli, concerned.

"Got any good ideas?" asked Beshte.

"Or any bad ones?" asked Bunga.

"Everyone get behind me! And stay together!" ordered Kion.

The eleven animals did so as Kion glared at the army.

"I'm warning you. Get out of our way!" he threatened.

"He's warning us?" laughed Mzingo as he and his parliament circled around them.

"Nothin' tastier than a meal with a sense of humor." laughed Kiburi.

Scar and Saïx laughed. "Planning to use the Roar, Kion? Surely you realize the massive power of your roar will simply make the volcano erupt. Just like it did when you helped me return." chuckled Scar.

"'Bring you back?'" asked Sora.

"What's he talking about?" asked Fuli.

"I don't know, Fuli." said Kion as he glared at the two villains. "But you don't know as much about the Roar as you think, Scar!"

With that, Kion used the Roar of the Elders against, Ushari, Kiburi, Kenge, Sumu, Shupavu, the skinks, and crocodiles, sending them flying backwards the inner volcano wall.

"Poa!" exclaimed Beshte in awe.

"Never gets old!" cheered Sora.

"I knew we could do it!" said Bunga.

"Stop them!" ordered Scar.

Reirei, Goigoi, and their jackals leaped forward.

"Give it up Lion guard and travelers!" she growled, only for her and her clan to be sent flying back wards by Kion's roar. Reirei screamed as she and her family were flung against the wall alongside the reptiles.

"Un-Bunga-lieveable!" cheered Bunga as they ran past.

Janja and his crew stared before smirking.

"Get 'em boys!" ordered Janja.

"Don't let them take that gourd!" growled Scar.

The five hyenas gave chase, only to be blasted by Kion's roar towards the ground. All the Outlanders moaned in pain as the twelve animals left the volcano, Bunga being last.

"That's what you get for messing with the Lion Guard and their new friends!" he teased before leaving.

Scar stared in disbelief before his expression changed to anger.

"Vultures! Go! Get the ash! It's in the mandrill's staff!" he ordered.

With that, Mzingo, Mwoga, and the two other vultures gave chase.

 _KH_

Outside the volcano, Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini ran for Pride Rock. The sun was beginning to set.

"C'mon, everyone! Hurry!" shouted Kion as they leaped over a lava river onto land again.

Makini leaped too, but nearly slipped. Mzingo saw this.

"Gourd in sight. Vultures, attack!" commanded Mzingo.

As the other eleven animals ran, they stopped as they heard and then saw Makini trying to make the vultures go.

"No! Shoo! Go away!" she growled to them.

"Makini!" gasped Kion.

"She needs help!" cried Kairi.

"I'll help her!" said Ono.

"Me too!" said Bunga.

"Huwezi!" shouted Fuli as she joined them.

Makini was soon at tug-of-war with Mzingo as he held the staff in his legs and she held it with her hands. Suddenly, Ono flew by, making Makini grab the staff again and ran off to join the others.

Mzingo glared before saying to the two other vultures, "You two deal with Ono. We'll get the gourd!"

Mzingo and Mwoga then gave chase after Makini. They managed to knock the staff away from Makini, and the staff fell bottom-first into the lava, only the top part remaining.

"Don't let her get that gourd!" Mzingo told Mwoga, only for them to get tackled by Bunga and Fuli.

"Oh! I tied it on too tight!" cried Makini as she tried to separate the gourd from her staff.

Suddenly, Ono swooped by and cut the vine holding the gourd and Makini fell back to the ground with it in her hand. The staff sunk into the lava, but that didn't faze her. She and the others regrouped with the others when they heard Mzingo.

"STOP HER!" she shouted as he, Mwoga, and the two vultures charged toward them.

"The vultures are coming back!" gasped Fuli.

"Everyone get behind me!" shouted Kion.

Everyone did so and Kion roared at the vultures, sending the four screaming back to the volcano, where they landed with a _thud_.

 _KH_

Inside the volcano, Scar growled at the sight of his fallen army, all who were moaning in pain.

"Well... It seems the war has just begun." he growled.

"Indeed." mused Saïx. "But they still have yet to reach Pride Rock. And I've got my own plan."

Scar raised an eyebrow as Saïx snapped his fingers. Suddenly, a _giant_ lion-like Heartless appeared. It was a black lion with yellow eyes, a flaming purple mane and tail-tuft, sliver claws, and the Heartless symbol on its stomach.

"Black Lion, destroy Donald, Goofy, Makini, the Lion Guard, and the gourd with ash to heal Simba. And bring the four wielders of light here!" he ordered.

The Black Lion then leaped out of the volcano and chased after the heroes.

 _KH_

Meanwhile, Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini were heading back towards Pride Rock when the Black Lion appeared.

"Heartless!" cried Sora. He turned towards Makini and the Guard. "Get the ash to Simba! We'll take care of the Heartless!" he ordered.

Kion and the others nodded as they ran out of sight.

Sora summoned Circle of Life, Riku summoned Dual Disc, Kairi summoned Destiny's Embrace, Mickey summoned Star Seeker, Donald held his staff, and Goofy held his shield.

 _(Scar boss fight from Kingdom Hearts II plays)_

 _Mission: Destroy the Heartless_

 _Party Members:_

 _Sora_

 _Donald Duck_

 _Goofy_

 _Riku_

 _King Mickey_

 _Kairi_

Sora leapt forward and struck the Heartless in the head. Riku followed suit by sliding underneath the lion-like Heartless, and hit it in the stomach with his keyblade. Kairi ran circles around it, blasting spells from her keyblade, which she held in her mouth.

Mickey went all Yoda once again, blasting spells left and right from different spots. Donald flew around the Black Lion's head, casting spells, and smacking it in the process. Goofy slid around in his shield like a skateboard, leaping from rock to tree, and then towards the Black Lion bouncing off it as much as he could.

Sora and Kairi then combined spells, which hit the Heartless in the back, making it fall to the ground. Donald casted a gravity spell, holding the creature down. This left Mickey open to cast a lightning spell, which almost fried it completely.

Goofy then leaped into it's back, and bit on it's ear. This caused the Black Lion to growl and roar in pain as it strode up in the air on its hind legs. This gave Sora the chance to blast a lightning spell right through the Black Lion's chest. Luckily, Goofy jumped off just in time. The final spell destroyed the Black Lion completely as it fell to the ground, disappearing into Darkness as a heart floated away from it's remains.

 _(Scar boss fight from Kingdom Hearts II plays)_

As soon as the Black Lion was gone, Sora, Riku, Kairi, Mickey, Donald, and Goofy regrouped, all tired and very ruffed up with fur shed, manes messed up, shell scuffed, and ruffled feathers.

"Come on, we must check on Simba." said Riku.

Everyone nodded as they rushed towards Pride Rock.

 _KH_

At the volcano, Scar scowled as he saw the Black Lion vanish.

"Your Heartless minion failed." he grumbled.

"I can see that." murmured Saïx. "No matter. Once they get the ash to Simba, it'll only be a matter of time before Sora seals this world from the Darkness. Which means, it's _my_ turn to attack." he added in a sinister tone.

Scar smiled. "Yes. I wish you luck."

"Thank you, your majesty." thanked Saïx as he landed on the ash and opened a corridor. But before he went through it, he looked back to Scar's army, who were starting to get up. "Oh and Scar? I suggest you'd eventually add on to your lead. Perhaps with some animals from your past." he suggested.

"Oh? And who pray-tell would that be?" asked Scar with a raised eyebrow.

Saïx smirked. "Perhaps some animals of... your species." he answered.

Scar thought for a moment before he smiled. "Zira and the Outsiders! Of course!" he exclaimed. "Thank you Saïx." he praised.

The blue-haired Nobody only smirked as he exited through the Corridor of Darkness.

 _KH_

Meanwhile at Pride Rock, Nala, Kiara, Zazu, Rafiki, Timon, Pumbaa, Tiifu, and Zuri waited anxiously for their friends to return with the ash. Simba still layed on the ground, very ill. The sun was almost completely gone from the sky view. Rafiki could only assume the worst as he wiped a small tear from his eye as he approached Simba.

"Do you think they're ok?" asked Tiifu.

"You're asking the wrong girl. But I hope so." answered Zuri.

"We can only hope." sighed Nala.

Just then, they heard a voice.

"Rafiki! Rafiki!"

It was Bunga, riding on top of Fuli's back with the gourd in hand.

"Bunga?" asked Rafiki.

"We got the ash! We got the-" but before Bunga could finish, Fuli skidded to a stop, causing Bunga to fly through the air, the gourd falling out of his hand.

Rafiki, Zazu, Timon, Pumbaa, and the lionesses gasped as the mandrill ran forward and caught the gourd.

"I got ya!" called Pumbaa as he caught Bunga on his back.

"Yes! _(laughs)_ Yes! The ash!" exclaimed Rafiki.

" _(sighs in relief)_ Just in time." sighed Nala.

Outside Pride Rock, Kion, Ono, Beshte, and Makini entered the den, just as night fell.

"Dad! Dad!" exclaimed Kion as he and the others skid to a stop. Simba still layed silently, surrounded by Nala, Kiara, Zazu, Rafiki, Tmon, Pumbaa, Bunga, Fuli, Tiifu, and Zuri. Beshte, Ono, and Makini looked at Kion with sympathy. Kion's ears folded down in sadness as he was about to cry as he walked up to his dad.

Just then, Sora, Riku, Kairi, Mickey, Donald, and Goofy came inside the den, still roughed up from the battle, and looked on in worry at Simba.

"Is Simba ok?" asked Kairi, concerned.

"I don't know." said Makini.

Sora strolled over beside Kion.

"Simba?" he asked as the two nuzzled Simba.

Suddenly, Simba's eyes opened a little. "Kion... Sora..." he sighed before closing them with a smile on his face.

"Thank Kingdom Hearts, he's alive!" Mickey sighed in relief.

"Simba's still pretty weak, but he'll be ok." said Nala.

"Well that's good." smiled Bunga as he turned towards the travelers and his eyes went wide at their ruffed-up appearances. "Zuka Zama! What happened to you guys?!"

Nala, Kiara, Kion, Zazu, Rafiki, Timon, Pumbaa, Fuli, Ono, Beshte, Makini, Tiifu, and Zuri noticed them finally and gasped.

Sora chuckled. "Yeah. Turns out that Heartless was a lot of work than we thought."

Kion looked at them from surprise to guilt. "Sorry we weren't here to help." he apologized. Makini and the rest of the Guard nodded in agreement.

"Hakuna Matata." said Sora, waving his paw.

Kion smiled, then turned to Rafiki. "Asante. Thank you, Rafiki." he thanked with gratitude.

"Do not thank me, Kion. It is the Lion Guard and their friends who obtained the ash. You saved Simba as much as I." smiled Rafiki.

After that was said, Pumbaa only turned his head slightly, and saw someone standing outside the den.

"Uh, who's that?" asked Pumbaa.

Everyone turned around to see. Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini gasped as the person was none other, than Saïx.

"Saïx!" exclaimed Riku.

"Nice to see you too." the Nobody smirked.

"Who's that human?" asked Kiara.

"A dangerous one, that's who." growled Sora. "Get him!"

With that, Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini ran out of the den towards the Nobody. Nala, Kiara, and Rafiki tried to run after them, but they were sealed of from a magical barrier, trapping them with Simba, Zazu, Timon, Pumbaa, Tiifu, and Zuri, all _(except Simba)_ who looked on in concern.

 _KH_

"What are you doing here now?" demanded Mickey.

"Trying to capture the four lights of course." replied Saïx. "Pity Scar's plan to eliminate Simba failed though. I'm sure he'll be pleased once I deal with his family for him, after his army couldn't."

"Lay one finger on ANY of them, and you will be sorry!" scowled Kairi.

"You have two options Saix. Either surrender and leave the Pride Lands this instant, or battle us!" said Kion, glaring at the intruder.

Saïx only smirked as he summoned his claymore.

"So you're gonna fight us? _(scoffs)_ BIG mistake pal!" teased Bunga.

"I can handle a few measly animals." scoffed Saïx.

"You see them as measly, but I see them as great friends! We are each other's power. Connected with our hearts, which is stronger than any Darkness you got for us!" said Sora as he and the others summoned their weapons. The Lion Guard got into fighting stances. Since Makini's staff burned, she grabbed a nearby stick for battle.

"Such a bold statement. Only you could make one like that... Roxas." said Saïx.

Kion, Bunga, Fuli, Ono, Beshte, and Makini shared confused glances.

"Roxas?" asked Makini.

"Who's Roxas?" asked Fuli.

"Yeah, and why'd he call you that Sora?" asked Bunga.

"Not important right now! Focus!" said Sora. He turned back towards the blue-haired Nobody. "And that's Sora!" he shouted.

Saïx smirked as he raised his claymore. "Like I said, 'Different name, same fate.'"

 _(Saïx boss fight form Kingdom Hearts II plays)_

 _Mission: Defeat Saïx_

 _Party Members:_

 _Sora_

 _Donald Duck_

 _Goofy_

 _Riku_

 _King Mickey_

 _Kairi_

 _Kion_

 _Bunga_

 _Fuli_

 _Ono_

 _Beshte_

 _Assistants:_

 _Makini_

"Do you feel it, the moon's power?" exclaimed Saïx as he charged towards them.

Saïx began attacking them with his claymore. Sora and Mickey began trying to strike him with their keyblades. Bunga leapt onto Saïx's face, but the Luna Diviner managed to smack him away. Beshte charged toward Saïx, but ended up getting whacked in the head by his weapon, causing him to accidentally run into Sora and Mickey.

Ono and Donald ran circles around Saïx, but he manged to smack them away with is weapon. Kairi tried to strike him down with several lightning spells, but only one struck him as he suddenly let go of his claymore. Goofy tossed his shield like a Frisbee against Saïx's face. This made the scar-faced Nobody furious as he tried to lash at the dog-turned-tortoise, only to get whacked in the head by Riku's keyblade and Makini's stick. Kion then tried to pounce on him, only to be pushed away to the side.

Saïx grabbed his clay more again, and was now basically sword sparring with Sora and Mickey. The two casted spells left and right to bring the Nobody down. Then out of nowhere, Fuli whizzed by Xehanort's vessel, causing him to be distracted. This gave Sora the chance to smack him in the head with his keyblade.

Saïx fell to the ground in pain. He tried to grab his claymore, only for Bunga and Makini to grab it.

"Zuka Zama!" Bunga shouted as the two regourped with the others.

"That's mine!" growled Saïx, struggling to get up from the pain.

"Ok. You want it?" asked Fuli as she grabbed it with her jaw, and threw it at Saïx's stomach. The Luna Diviner clutched it in pain.

"Nice toss Fuli!" congratulated Beshte.

"Wasn't it very heavy?" asked Donald.

"Not really. Guess that strength spell you casted really worked." shrugged Fuli with a smirk.

Saix was now seething with rage as his claymore began to float behind him. He then began to float with it as he screamed furiously. He had entered berserk mode.

"Uh oh..." gulped Donald.

"He's mad now..." siad Kairi, worriedly.

"PUH-lease! We can take him!" scoffed Bunga.

Suddenly, Saïx threw his claymore towards them so fast, that thy almost never saw it coming as it struck the ground of Pride Rock.

"Hevi Kabisa!" gasped Kion in shock.

"That almost struck us!" gasped Fuli.

"Ok, that's it!" growled Sora.

With that, Sora, Riku, Kairi, and Mickey tossed their keyblades towards Saïx, only for him to smack them away with his claymore.

"Get him!" shouted Ono.

Riku, Kairi, Donald, Goofy, Bunga, Fuli, Ono, Beshte, and Makini ran towards Saïx, only to all get smacked away by his claymore in rage, sending them flying towards the entrance to the den. They rammed against the magic barrier. Nala, Kiara, Zazu, Timon, Pumbaa, Rafiki, Tiifu, and Zuri could only watch in horror as the fight outside happened. But due to the magic barrier, there was nothing they could do to help.

Saïx smirked evilly as then then looked at Sora, Mickey, and Kion who were now backed towards the edge of Pride Rock. He and his claymore floated forward.

"Now you will be defeated. The mere lion cub shall die, and you, Riku, and Kairi will forge the χ-blade!" he shouted.

Sora glared. "Don't count on it!" he shouted. With that, he, Mickey, and Kion leaped towards Saïx.

Sora and Mickey aimed their keyblades with their tails, and struck several spells at him multiple times. The blue-haired Nobody tried several times to attack with his claymore, but out on no where, Kion angrily slashed Saïx's stomach through his organization cloak with his claws.

Saïx fell to the ground hissing in pain once again. Sora, Mickey, and Kion landed safely as the rest of the group joined them.

Kion bravely approached Saïx glaring at him. "I don't know where you come from, but no one, and I mean NO ONE hurts my family!"

"Send him to the Outlands!" shouted Bunga enthusiastically.

The other ten animals noticed the clouds changing as Saïx warily stood up, clutching his stomach in pain from the claw scratches. His gold vessel eyes widened in horror. Kion then used the Roar of the Elders on Saïx, sending him flying and screaming towards the Outlands.

 _(Saïx boss fight form Kingdom Hearts II ends)_

"Nice work everyone!" congratulated Mickey as the clouds died down.

"That was un-bunga-lieveable!" exclaimed Bunga.

"Let's take that barrier down." suggested Sora as he, Donald, and Kairi casted cures on everyone.

With that, Mickey used a spell, and soon, the barrier was gone.

Nala, Kiara, Timon, Pumbaa, and Rafiki ran out from the den.

"My gosh, are guys ok?!" asked Kiara, worried.

"We're fine." assured Fuli.

"I was so worried about you when that barrier barred us from helping." said Nala as she and Kiara nuzzled Kion.

"Well, there's nothing to worry about now. Saïx is trapped in the Outlands as far as were concerned." assured Sora.

"With that said, we must take care of Simba until he awakens from his recovery." said Rafiki.

The others nodded as the animals that came out of the den went back inside, but Kion stopped Rafiki.

"Rafiki. I need to talk with my Dad." he told the old, wise mandrill.

"Uh-uh. Not now, Kion. Simba must rest for his body to heal. You can talk later." said Rafiki.

"But Rafiki... I saw Scar!" said Kion.

Rafiki stopped in his tracks as he faced Kion. "Scar?"

"Yes. He was in the flames of the volcano. He was the one who sent the scorpion to sting my dad, the attack on you, and the Heartless invasions recently. And he sent Saïx to try and hurt us here. I think... I think he wants to destroy the Pride Lands!" said Kion, concerned.

Rafiki stared for a bit. "Evil... has returned." he murmmured "You are right, Kion. You must tell Simba about this. But first, you must let him rest. I will make sure he heals well." promised Rafiki.

"Thanks Rafiki." thanked Kion as he headed back to his friends. Rafiki then had a look of concern on his face as he re-entered the den.

"How is it possible that Scar is even back?" asked Bunga.

"That's for you to figure out." said a voice.

Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini gasped as Saïx reappeared from a Corridor of Darkness.

"What in the Pride Lands?!" gasped Fuli.

"Saïx?!" exclaimed Goofy.

"How are you here and still standing strong?!" demanded Kion.

"Yeah, I though Kion sent you to the Outlands with the roar!" exclaimed Sora, confused.

"Vessels of Xehanort don't wear out that easily. You should know that by now, Roxas." smirked the Luna Diviner.

"Xehanort?" asked beshte.

"Who's that?" asked Ono.

"And why does he keep calling you Roxas?" asked Makini.

"That's not important right now." said Sora as the turned to Saïx. "Leave the Pride Lands Saïx, and never come back, or I won't be so willing not to finish you off _again_!" shouted Sora.

Saïx only smirked. "Very well then. But this won't be the last time we meet. I will return."

And with that, the blue-haired Nobody disappeared into another corridor.

"Man that guy gets on my nerves." snorted Donald.

"Yeah." agreed Sora. "Anyways, back on topic, how in the world did Scar return?"

"I think I know somethings that can help." suggested Makini.

 _KH_

Inside the Lion Guard's lair, Sora, Riku, Kairi, Mickey, Donald, Goofy, Kion, Bunga, Fuli, Ono, Beshte, and Makini looked at Rafiki's paintings.

"If I do recall, Ushari asked me to figure out how it would be possible to speak to the evil lions of the past." said Makini.

"Must've been to gain information for the hyenas." murmured Riku.

"He was probably spying on you talking to Mufasa one day." Kairi thought out loud.

"In order to do so, you'd need fire, a royal mjuzi's staff, and the Roar for it to happen." said Kion.

"That must've been why theu kidnapped Kiara, stole Makini's staff, and taunted you that day!" gasped Fuli.

"So you'd unwittingly help them summon Scar!" added Ono.

"Hevi Kabesa!" gasped Kion. "Scar was right. I did bring him back. This is my fault." he sighed sadly.

"Don't be to hard on yourself Kion. You guys were tricked. And Janja threatened your family just to make you roar in anger." comforted Sora.

"I still can't believe Ushari is now a bad guy." sighed Fuli.

"I'm surprised it didn't happen sooner, given how agitated we often make him by accident." murmured Beshte.

"I'm sure there is a way to defeat him. If it happened once, then it can happen again." assured Mickey.

Just then, Ono spoke up. "Guys! Something's glowing outside!"

"Glowing?" asked Bunga.

The twelve animals ran out to the front of Pride Rock, which was glowing brightly.

"What's happening to Pride Rock?" asked Beshte.

Kingdom Key then appeared in Sora's mouth. He nodded as he took position right in front of Pride Rock as a crown embalm appeared under his paws and feet. Pride Rock then shot a beam into the sky, revealing a keyhole. Sora then shot a beam from his keyblade into the keyhole, sealing it.

"Poa!" exclaimed Beshte.

"Zuma Zama!" exclaimed Bunga in awe.

"Hevi Kabesa! What was that?" asked Kion.

"The gate way is open! The Pride Lands are safe from the Darkness." said Donald.

"Does that mean you're leaving?" asked Fuli.

"'Fraid so. Other places need our help." sighed Sora. "Though I wish we could stay to help you with Scar."

Kion, Makini, and the Guard looked at each other and smiled. Kion approached the six travelers. "It's ok. We can handle Scar and his army. If there are other places that need your help, then we understand." he assured.

Sora, Riku, Kairi, Mickey, Donald, and Goofy smiled as they, Kion, Fuli, Bunga, Beshte, Ono, and Makini all shared a big animal-like group hug.

"It was nice meeting you guys." smiled Kairi.

"Likewise, girl." smiled Fuli.

"Tell Simba we left after he heals." said Sora.

"We will. It was nice to finally meet you and your friends, Sora." said Kion.

"You too. Take care Lion Guard. And Makini." called Sora as he and the other travelers walked/flew away.

Kion, Makini, and the Guard walked up Pride Rock. None of them noticed Sora and Co. sneak back into the lair, where they were secretly beamed back to the Gummi Ship.

Kion looked out towards the Pride Lands, and then the Outlands as he addressed his friends, who looked at him in concern. "Lion Guard, it's our job to protect the Pride Lands. And that job just got a lot harder. It's gonna be a tough fight... But we will defeat Scar." he assured them. Al though Sora and his companions weren't with them now, Kion knew they would pull through.

 _KH_

In the Gummi Ship, Sora was steering the ship while the others sat down behind.

"Do you think they'll be ok?" he asked.

"I'm sure they'll be ok. If they can handle that army both separately and together, then they can handle Scar." assured Mickey.

"I know. It's just that, I can't help but feel guilty that we can't help them." sighed Sora.

"They'll be ok. You've seen them fight. They're strong, brave, and fierce." said Riku.

"Yeah, nothing can stop them, as long as they work together." added Goofy.

"Their stronger when they work together." said Kairi.

"Like a family." murmured Sora.

"Yeah! Kind of like us!" Donald chirped.

Sora smiled. "Yeah. You're all right. They' ll pull through."

"And if they ever need the extra help, we'll be there." said Riku.

Sora smiled as they approached the next, familiar world.

 _KH_

Meanwhile at Disney Castle, Queen Minnie and Daisy were in the throne room. Daisy had a list in her hands.

"Ok. The Fruitball Court has been set up, the Ice Cream stands run by Huey, Dewey, Louie, and Webby are still waiting for the Ice Cream deliveries, and we're still waiting on that delivery of prizes for the games." Daisy told her queen.

"That's good. And with the festival happening next week, that'll be plenty of time for Mickey, Sora, and the others to return and enjoy it." beamed Minnie happily.

Just then, Lea entered the throne room. The spiky-red-headed keyblade wielder was wearing his organization cloak and holding a pouch of munny he put into his pocket.

"Hello Lea." smiled Minnie.

"Hey Minnie. Daisy." greeted Lea.

"What's with the munny?" asked Daisy. "You know that the games are free."

"I'm taking the train to Twilight Town. Thought I'd come notify you guys." answered Lea.

Minnie and Daisy exchanged puzzled glances.

"Twilight Town? Why?" asked Minnie.

"Rumor has it that there is a former member of Xemnas' old organization roaming about. And with Sora and the others traveling from world to world, I'd thought I'd go investigate." replied Lea.

"Former member? You think it's friend or foe?" asked Daisy.

"Dunno. That's why I'm going. Don't know when I'll be back. But I'm sure I can contact Sora and his friends if things act up." answered Lea.

"Ok Lea. Take care." said Minnie.

Lea smiled. "Don't worry Min. I've got chackrams and a keyblade. Plus, I heard there are some residents there who are pros with struggle bats. If the Darkness attacks, I know for sure I'll be ready. Got it memorized?"

Minnie giggled. "Of course Lea."

Lea smiled as he exited the throne room, and Minnie and Daisy continued with their discussion.

 _KH_

Meanwhile at The World That Never Was, Ansem, Xemnas, Xigbar, and Luxord were talking in the lab.

"So much for Scar's army for taking out those heroes and capturing those four lights." scoffed Xigbar.

"No matter. We'll capture them somehow." said Ansem.

"Any word on how Saïx is doing in recovery?" asked Luxord.

"Marluxia and Vanitas informed us earlier that he's doin' just fine. Pity he couldn't capture Sora, Riku, Kairi, and the king." said Xigbar.

"In the end, they will be captured somehow. Now, we just need to see where they're heading next." said Xemnas. He turned towards Luxord, who nodded. He pulled out his cards and tossed them into the air. He stuck out his hand as two landed in it.

"Well? Where'd they heading?" asked Xigbar.

Luxord picked up one card. "Hmm. Fascinating." he murmured. "Seems as thought their heading for Beast's Castle." he answered, showing them the card.

"And the other card?" asked Ansem.

Luxord looked at it and smirked. "They're heading for Beast's Castle. Just in time... for Christmas."

 _The End_

* * *

 _(The Lion Guard opening theme [Season 2] plays)_

 _CAST:_

Starring

Haley Joel Osment as Sora

David Gallagher as Riku

Hayden Panettiere as Kairi

Bret Iwan as Mickey Mouse

Tony Anselmo as Donald Duck

and

Bill Farmer as Goofy

* * *

Guest Starring:

Landry Bender as Makini

Jeff Bennett as Zazu

Dusan Brown as Beshte

Max Charles as Kion

Cam Clarke as Simba and Mwoga

Common as Kiburi

Lynette Dupree as Ma Tembo

Quinton Flynn as Lea

Ana Gasteyer as Reirei

Justin hires as Hodari

Kristopher Hivju as Kenge

Sarah Hyland as Tiifu

James Earl Jones as Mufasa

Andrew Kishino as Janja

Phil LaMarr as Goigoi

Tress MacNeille as Daisy Duck

Vanessa Marshall as Nala

Meghan Jette Martin as Naminé

Vargus Mason as Cheezi

Jesse McCartney as Roxas

David Oyelowo as Scar

Khary Payton as Rafiki

Madison Pettis as Zuri

Jonny Reeves as Mzingo

Eden Riegel as Kiara

Ford Riley as Sumu

Joshua Rush as Bunga

Ernie Sabella as Pumbaa

Atticus Shaffer as Ono

Kevin Schon as Timon, Chungu, and Thurston

Christian Slater as Ushari

Meghan Strange as Shupavu

Russi Taylor as Minnie Mouse

Blair Underwood as Makuu

Diamond White as Fuli

* * *

Also Starring:

Robin Atkin Downes as Luxord

Richard Epcar as Ansem

Paul St. Peter as Xemnas

James Patrick Stewart as Xigbar

Kirk Thornton as Saïx

* * *

 _ **Thanks for reading! Be on the look out for the next fanfic! It'll be a while, but I promise to continue this adventure a soon as I can! Until then, this is J. Tom, signing off!**_

 _ **A/N: I added in extra lines for Ushari in the volcano scene because I thought it was weird that the Guard didn't ask about his betrayal.**_


End file.
